Burning Stars
by hunterofartemis080
Summary: After seeing the TARDIS across a snowy field, Caroline was pulled through the universe towards the madman who owned it. She found him, and an enthusiastic ginger woman, while working for Adipose Industries. He let her into his TARDIS and, together, they learn the secrets of the burning stars. First in the Crossed Stars. Eventual 10/OC
1. Forsaken Christmas

**Forsaken Christmas**

To say that Caroline Attwater enjoyed riding in public transit would be an exaggeration for the record books. She did not enjoy the crowds, or the noise, or the smells, or the lines. There was not a single aspect of public transit that she found at all enjoyable.

Making the situation that Caroline Attwater found herself in that cold winter's day even worse, even more impossibly horrible, was that it was Christmas time and she was on her way back to the city after attending her parents' funeral. She sat on the floor, as far away from any other person as she possibly could, with her head in her hands as she hid away.

She wasn't crying, but that was only because she was actively fighting it. She didn't want people to feel sorry for her, to think she was weak in any sense of the word, even though her response was perfectly reasonable. But her sorrow was strong, nearly breaking through what she was attempting to block. All she wanted was to wait until she was home, until she was safe, and then she would cry.

She had cried when she got the news. Had cried at the funeral. Had cried in her parents old home before she left neighbors to take care of everything before she could return. She had cried and she wanted to cry even more, but she couldn't cry in front of people. She couldn't.

She wouldn't.

"Are you alright, dear?" the voice, some quality in it informing Caroline that it was an older woman, interfered with Caroline's attempts to control her emotions and very nearly caused her to burst out sobbing. "Do you need anything?"

Caroline shook her head in her hands, not bringing herself to look up because she needed the force on her face to remind herself to not cry. "I'm fine, thank you."

Before she could react, there were small footsteps and the sound of somebody sliding to the ground down the wall next to her. From the direction of the older woman was a sigh, almost of annoyance. "You know," a young boy, a child, spoke beside her, "whenever I feel sad I sing a song."

"Now, Timothy, don't bother the nice lady."

Caroline brought herself to look up from her hands, to look over at the boy while resting her head against her drawn up knees, wrapping her arms around her legs. Timothy was a sweet looking boy, dressed in a puffy coat that almost seemed to engulf him. "What song do you sing?" it was harder to not cry without her hands against her face.

Timothy grinned widely, his joy contagious. "Twinkle, Twinkle, Little star." Caroline found herself smiling shyly as well; that had been her favorite song as a child. She had never sung it when she was feeling sad, but it had been something she'd greatly annoyed her parents with by singing it at an impossibly high volume for days on end. "Do you know it?"

"Of course," she nodded as best she could while keeping her face on her knees. "Can you sing it for me?"

Timothy nodded extremely eagerly, straightening and crossing his legs so that he was able to sit facing her completely rather than lean against the wall. His singing voice was rather horrible, Caroline had to admit, but he looked so excited to sing it for her that Caroline couldn't help but enjoy it. At one point she had glanced at the older woman and found the woman looking at her with a combination of embarrassment and amusement.

Once Timothy finished, Caroline was certain to applaud him. She straightened in order to do so, admittedly feeling better after listening to the boy sing. "That was wonderful Timothy. Thank you very much."

"Did it help you feel better?"

She nodded. "Yes. Thank you."

He leapt up, the coat looking as though it could easily touch the ground, it was so impossibly large. "I hope you have a happy Christmas."

"And I hope you do as well."

Timothy almost jumped to look at the older woman. "Are you ready to leave, Granny?"

The woman nodded to the boy, reaching for his hand. "Thank you," she told Caroline. "Miss…"

"Caroline."

The woman, Timothy's grandmother, smiled kindly at her. "Thank you Miss Caroline. I hope you have a very happy Christmas." Then, gently, she took Timothy's hand and led him away, the boy looking back to wave cheerfully at Caroline as he walked away.

The moment she was alone Caroline wrapped her arms around her legs again, pressing her face against her legs and breathing in deeply. She felt better, she did, strangely, after Timothy's singing. But she was still very near crying.

A few minutes later Caroline stood and, dragging the small bag she had managed to shove together after getting the phone call behind her, made her way to the toilets to splash water on her face. She stood for a moment, gripping the sides of the sink, and took slow deep breaths.

The train station was almost completely empty. No one in their right mind was staying in London that Christmas, not after what had happened the previous years, but Caroline had no other choice. Normally she would have gone to her parents but…she couldn't this year. Never again.

She glanced down at her watch before she left the toilets, knowing that her train was going to be leaving soon. She wasn't surprised to find no one returning to London. She was completely alone, and all she did was rest her head against the window and clutch her bag to her chest, nearly falling asleep.

The length of the ride didn't matter to her. It had seemed like an eternity the last time she had ridden it, when she had been traveling in the opposite direction, but this time it was over in what felt like a few short moments. All too quickly she was returning to London and returning to her empty home.

It was a small place. Her parents had paid for it in full, a present the year before, when she had decided exactly where she'd wanted to live. Caroline didn't even bother changing; she simply fell on top of her bed and began sobbing, falling asleep amidst her tears.

The alarm blaring was not a sound Caroline preferred to wake up to. She rolled over on her bed, struggling to actually register which direction the sound was coming from so that she could turn it off. When she finally found it, she very nearly fell back asleep, barely registering the fact that her alarm was still set for work despite being it being a holiday season.

She grumbled, pressing her palms against her face, letting the cold touch attempt to wake her up. She felt horrible, and she knew exactly why.

It was almost Christmas and her parents were dead.

Her only family was dead. She had no siblings. No aunts or uncles or grandparents. Now, there was just her.

Caroline Alice Attwater.

The orphaned woman at Christmas.

When Caroline finally managed to push herself standing, her first actions were to change. She had slept in the clothing she had returned in, and she couldn't remain in them for much longer. And she couldn't wear black, because black was a mourning color.

She was mourning her parents, most certainly, and she missed them terribly, but she couldn't wear black. She couldn't let people, even if she was planning on staying inside her home the entire holiday period, to see her sadness, to see that anything was wrong. It was the reason she hadn't been able to cry in the train station; she couldn't let people see her suffering.

Caroline spent the day avoiding her small Christmas tree. She watched television, drank tea, and slept. But she avoided the Christmas tree, because she had presents from her parents there. The last presents they would ever give her for the rest of her life.

She didn't actually know what she wanted to do. If anything, she wished she was able to see a friend, to go out drinking or just stay over at their house. But her friends had all gone home for Christmas, like the rest of London. Caroline Attwater had no one to be with.

On the news, something she had been avoiding previously, she saw that the Queen was staying in Buckingham Palace to prove everything was safe. Caroline had no idea exactly how many people were staying in London, how many people had risked it, but she knew they were a select few.

The few people brave enough to stay in London at Christmas.

On Christmas Eve, Caroline decided to leave the house. She had been enclosed inside for three days, and even for her that was a long amount of time.

Her mother would have scolded her about it, and the thought almost made Caroline laugh.

The street was empty, most of the lights off. Caroline ducked her head and kept walking. She lived near the center of London, close enough to walk. The fact her family had been able to afford the house was a mystery in itself, but not one Caroline had ever bothered to look into.

After an undetermined amount of time, as all Caroline was paying attention to was the path she was taking so that she could walk back, she found herself on one of the many deserted shopping streets. Lights were still on, of course, and she could see one small stall that was completely open. Almost smiling to herself, Caroline took a step forward towards it when a group of people suddenly appeared in the middle of the street.

Instinctively, Caroline drew back, hiding around the corner, eyes wide. They had just appeared. Out of nowhere, the people had appeared.

And one was little. And red! People weren't little and red. Well, sure, some of them were little, but they weren't bright red and covered in spikes.

And people didn't appear out of nowhere.

There was one man, tall and in a suit and tie, that looked to be in the middle of speaking when he appeared, looking around them as though surprised at where they were. "Oh," he breathed, furrowing his brow.

"Now, spending money," an older man, not in as nice a suit as the tall one, spoke to the group. "I have a credit card in Earth currency if you want to buy trinkets, or stockings, or the local delicacy, which is known as beef. But don't stray too far, it could be dangerous. Any day now they start boxing."

If it was possible, Caroline's eyes widened even more. She was quite an accepting person naturally, almost the complete opposite of her parents. Old teachers had informed her that she had the eye of a scientist, analyzing what she saw and making connections, not applying any of her previous judgements when first looking at something.

These people, if they were people, were not from Earth. That wasn't a surprise, not after what had happened the past few years. Caroline knew, the entire world knew, that there were creatures from outer space out there, creatures that, for some reason, had a strange obsession with planet Earth.

The crowd of people she was presented with looked human, if being human was a qualification that could be applied to alien races. Even the red one, who was about the same height as Timothy, looked vaguely humanoid. Either the shape humans were was some type of base code for all alien races, or there were some remarkable evolutionary coincidences.

Caroline had never actually seen any of the aliens in person before. She had seen them on the news, seen the spaceships appearing in the skies, but she had never actually been in the exact same place as where the aliens had decided to land. This was the first time she was actually seeing creatures from another planet, and it was fascinating.

It was wonderful.

"Very good," the red creature squeaked.

"It should be full," the tall man frowned, still turning around in confusion. Caroline had the strong feeling he had actually been to Earth before. "It should be busy. Something's wrong."

There was a blonde with him, in some type of waitress or maid uniform. Something Caroline had seen in old fashioned dramas. "But it's beautiful," she breathed, looking in wonder at what she saw.

"Really?" the tall man turned to the blonde so that his back was to Caroline. "Do you think so?" he stood so that he could see what the blonde could see, frowning as though he didn't understand exactly what was special about it. "It's just a street. The pyramids are beautiful, and New Zealand."

"But it's a different planet." The blonde walked forward, slowly as though she was worried it wasn't real. For some reason, Caroline found herself grinning. "I'm standing on a different planet. There's concrete and shops." She spun to look at some of the stores, though granted most were closed down. "Alien shops. Real alien shops!" she pointed up towards the stars, the man looking up with her. "Look, no stars in the sky." She lowered her arm, sniffing before grinning. "And it smells. It stinks!" she laughed. "Oh this is amazing. Thank you!" she gave the tall man an excited hug, even lifting her feet off the ground.

"Yeah?" the man asked, seeming overjoyed at the fact the blonde was excited. "Come on then," he laced his fingers through her's, "let's have a look." They ran across the street to a stand, the one Caroline had been going towards. She stepped out slightly from where she'd been standing, all of the other aliens having moved further down the street.

"Hello there," the tall man practically leapt in front of the stand, the older man running it looking up from the papers he'd been organizing. "Sorry, obvious question, but where's everybody gone?"

The older man chuckled. "Oh ho, scared!"

The tall man nodded before leaning forward a second later. "Right. Yes. Scared of what?"

"Where've you been living?" Caroline would have been interested to learn the answer. "London at Christmas? Not safe, is it?"

The tall man frowned. "Why?"

"Well, it's them, up above," the older man pointed up, as though that was the exact direction the aliens were. "Look, Christmas before last we had that big bloody spaceship," he vaguely mimed out the shape of the ship, "everyone standing on a roof." He made the shape like a roof in the air. "And then last year," he pointed to the small red television beside him, which was showing a news report about previous Christmas attacks, "that Christmas Star electrocuting all over the place, draining the Thames." He pointed in the vague direction.

The blonde looked around her briefly, but not towards Caroline. "This place is amazing."

"And this year, Lord knows what," the older man explained. "So, everybody's scarpered. Gone to the country. All except me," he pointed at himself, "and Her Majesty." And a few other people, Caroline knew, at least her herself if no one else.

The older man stood as the television switched to a reporter. "Her Majesty the Queen has confirmed that she'll be staying in Buckingham Palace throughout the festive season to show the people of London, and the world, that there's nothing to fear."

"God bless her," he saluted. "We stand vigil."

"Well," the tall man shrugged, "between you and me, I think her Majesty's got it right. Far as I know, this year, nothing to worry about."

He, the blonde, and every other of the aliens he had arrived with, vanished in the same blue and white light they had appeared in.

Immediately, the older man could see Caroline, who had slowly been moving closer to the tall man and the blonde. "Then again," she shrugged, making him nod in agreement. "Perhaps there is something to worry about." The older man nodded, moving as though he was going to tap the television to ensure it was still there. "Happy Christmas."

"And you," he called as she walked away, deciding to return home.

Seeing aliens appear and vanish was more excitement then Caroline had wanted to experience on her short walk.

After warming up suitably, wrapping herself in a large blanket and clutching a cup of tea, Caroline made her way to where her Christmas tree was. It was a tradition in her family to open presents from family on Christmas Eve, with presents from Father Christmas and friends left until Christmas morning.

She sat on the ground, tucked her legs beneath her, and stared at the two boxes from her parents. They had always insisted in giving her separate presents, no matter what was happening. Her father's was wrapped much nicer, but both looked nice, both reminded her of childhood Christmas Eves.

Caroline decided to open her mother's present first. It was a small box, about the size of her palm, and wrapped in red and white stripped paper. Written in her mother's wonderfully messy handwriting was _Love Mum_ and a small heart.

She took her time opening it, treasuring the last present her mother would ever give her while fighting tears that had decided to choose that exact moment to return. It was a jewelry box, something Caroline had never worn despite her mother's best efforts to the contrary.

Inside was a small ring, sitting in the middle of a bed of black velvet. It was simple, white, with what looked like flowers delicately painted on. Caroline extracted it carefully and slipped it onto her finger, smiling at the way it fit perfectly.

Her father's present was silver paper, with a red ribbon and bow. He had no note written on the outside, though it would have been in the immaculate handwriting that had first taught her to write. It was about the length of her hand from the edge of her palm to her fingertips.

Opening it revealed a small set of needles and thread, inside a wooden box engraved with her first name. Caroline gently ran her finger along the wood, tracing the pattern of her name. It was a beautiful gift, one Caroline knew she would use, even if her own sewing skills were terrible. One she would treasure for eternity.

She fell asleep right there, lying before her Christmas tree with her parents presents in her lap. Caroline Alice Attwater would have dared to say she felt happy.

"Hey dearie! It's Jen, though I should hope you'd be able to recognize my voice. Since you likely have failed to charge your phone again, I've had to call you on the home phone, whose number I actually forgot. But anyways. Just wanted to call to wish you a merry Christmas! Can't wait to see you again; it has been far too long already. See you soon; let's go out for drinks before we go back to work. I need to ensure you survived the alien attack! Call me soon! Love you!" There was a beep as the message that had woken Caroline up ended. Turning her head revealed that she had somehow managed to spill her tea through the night, though thankfully it had spilt in the opposite direction of any electronics.

It was slightly difficult for Caroline to navigate towards something she could use to clean the spill, as the spill was precisely where she needed to walk. After she finally managed to clean everything, Caroline returned to her position in front of the Christmas tree, a new cup of tea in hand. She had plans to be more careful with that cup, though knowing her she was fairly certain it would end up spilt despite all of her best efforts.

Before she'd even eaten anything or bothered to return Jen's call, Caroline opened the presents from her small collection of friends. The majority of them were from her work, as that was one of the few places Caroline spent her time outside of her home.

Jen's present was a collection of wine glasses, which had brought on a small smile. Another friend gave her a wine bottle. With her small collection of presents spread out on the floor around her on Christmas day, Caroline would have dared to say she felt happy.

She spent the day reading one of the books she'd received, enjoying how she was spending Christmas. She didn't watch the news, didn't see that a gigantic model of the Titanic had nearly crashed into Buckingham Palace. For all Caroline knew, nothing had happened.

Caroline barely remembered the aliens she had seen the night before.

After one of the few days Caroline hadn't cried about the loss of her parents, she decided to award herself with a long walk. Despite having seen a collection of aliens the night before when she'd dared to step outside, Caroline decided to risk it once again.

She wasn't certain what exactly had suddenly filled her with the desire to walk around the middle of the night through abandoned London, but perhaps it was the fact that it was almost completely empty that made her want to walk. She enjoyed being alone. It was why she stayed in her home for of the majority of the day.

Being around people was…difficult for Caroline. She was surprised she'd been able to survive as long as she had with a group of friends or a life near the city. Living in a small village as a child had been a blessing, but she had adapted to a city. She had even found a job that she was actually able to do.

The moment that Caroline even took a step outside she watched a few small snowflakes begin to fall, an instant smile growing on her face. She turned on her heel and hunted down the warmer clothing that she kept shoved to the very back of one of her closets, wrapping herself up suitably before venturing outside again.

As she walked it began to snow harder, until the ground around her feet was covered in white. Caroline enjoyed the snow as she walked, this time not actually paying attention to where she was going, which was something she would likely regret later. But even as she reveled in it, let it dust her shoulders and hat, there were shivers up Caroline's spine, and they weren't related to the cold.

She ended up near a river, though she did not actually know which one, or actually how long it had taken her to get there. There seemed to be a small stretch of land that was strangely uninhabited, and Caroline would have laughed at the sight in the middle of a large city had her gaze not fallen upon a large blue box.

Even from the distance she was looking at it, Caroline would have matched it to an image of an old fashioned police telephone box, like the ones she had seen in textbooks as a child. It would have been strange to see it on the streets of London, and seeing it on the empty land was even stranger. It looked alone, simple standing in the middle of the snow covered field, no signs anywhere how exactly it had gotten there.

The strip of land was far enough away that Caroline couldn't hear what was being said when two people somehow managed to reach that area, seeming to have emerged from the darkness themselves. They were two men, one much shorter than the other. When the taller man stopped at turned to face the city, Caroline knew she couldn't see his face. She knew there was no logical way she should have been able to know in any way who he was, not from that distance.

But she knew she had seen him. Just seeing his figure, silhouetted by darkness and fallen snow, and Caroline could place him. He was one of the aliens.

She had forgotten almost completely about what she had seen the night before, but the memories of the tall man that had appeared and vanished in blue light had returned as she stared at the man that had to be him. She had no idea how she was so certain, but she was. It was him. There was no question about it.

The two men had some sort of conversation, looking up at the stars, before moving to stand beside the blue box. They passed something between each other, and then the shorter man danced away, waving his hand in the air as though it held some type of prize. The tall man watched him before stepping inside the box, both him and the box fading away a moment later.

Caroline took a step backwards at that, blinking a few times to be certain what she had seen had actually happened. The man, the alien she had seen on Christmas Eve, had just stepped inside an old fashioned police telephone box and vanished.

As though the box was some type of ship, but what ship could vanish and reappear? And what ship would take the form of a police telephone box, which had never seemed particularly large anyways? For that matter, why did the alien disappear in blue light the first time, only to vanish into a box this time? Was that where the other people had gone, in that box? Was it bigger on the inside?

Caroline's mind reeled with an attempt to come up with some way to understand what she had just witnessed. The only way she realized exactly how long she had been standing there was when she realized she had lost feeling in quite a few places. Immediately she turned and rushed back to the main, lit, section of the city, finding a street she recognized and managing to get home.

Once she walked inside, and had warmed herself, she noticed a small light blinking on her answering machine. She had forgotten, again, to charge her phone, though she had carried it with her on her walk for some odd reason.

"Oh my god Caroline Attwater pick up your phone!" the voice needed no introduction; it was Emmitt, Jen's then boyfriend, who had become Caroline's friend as well. He was one of the few that did not work at the same place. "I need to know you're safe after what happened! Please tell me you haven't died or something; I would kill you!" he sighed. "Call me back the moment you hear this, Caroline, or I swear I will get a plane home from America tonight to make certain you're still alive."

Caroline frowned when the message ended. There were others, from any friend that knew she had been staying in London for the holidays. And they all wanted her to call them, to be certain she was okay. Slowly, almost without realizing it, Caroline turned to her small television and turned it to the news, eyes widening when she saw the report about a ship nearly crashing into Buckingham Palace.

A ship from the skies, named Titanic. No doubt fated for doom.

No one had been hurt on Earth, but something shifted inside of her at the report, as though she somehow knew someone had been hurt, so many people had. There was no way she could know that though; she hadn't even known it had happened originally.

Once Caroline actually understood what had happened in London that day, she sat down and began to call everyone back to inform them that she was okay, that nothing had happened, that no one had actually been hurt in the city. Each call took a few minutes, as they tended to become conversations of what had happened during the holidays.

She was finished quite late into the night; she had severely underestimated how many friends had called her. She didn't have that many friends, but every single one had called her, and some were quite talkative. She tended to be a quiet person, which meant people who loved to talk tended to gravitate to her.

Caroline fell backwards where she was sitting once she was finished, moving to rub her eyes when she realized she had actually hit her head quite strongly on the ground. "Ow…" she groaned, sitting up again to rub it. She had hit her head there a few days before she'd left for her parents funeral, and she'd somehow managed to hit it in precisely the same spot.

Caroline managed to get to her actual bed and fall asleep, somehow managing it while her head still ached slightly. Her dreams were filled with the tall man and his ability to vanish into nothingness, the aliens that she had encountered after somehow managing to avoid every other threat. And then there was a blonde woman, different than the one that had been with the man originally, but she and the man never appeared at the same time in her dream.

She'd been with her parents the previous Christmases, and been at home the times when a threat had actually come to London. The metal men a few years ago had been the most terrifying, but she hadn't been in London then either; her mother had been sick. She had somehow managed to avoid any of the threats.

Somehow, almost miraculously, Caroline Alice Attwater had avoided every single alien threat until the tall man that could vanish had appeared in a street in the middle of abandoned London. At Christmas.

 **A/N: Hello again! Caroline has been so enjoyable to write, so I hope she'll be enjoyable to read. Her relationship with the Doctor, and her reactions, are very interesting to work through. I will say now, even if this story will be following the show, Donna will still be a companion of the Doctor. But Caroline will be involved.**

 **I claim no ownership over anything you recognize, and welcome any critique or comments you have :)**

 **For reference, I picture Caroline to look like Felicity Jones.**


	2. John Smith

**John Smith**

The job that Caroline had managed to get was tedious. It was one of the few she actually felt comfortable doing, one that didn't involve directly interacting with any actual people. Certainly, she would be on the phone with them, but being the phone was different than in person. She could manage a phone.

Jen, a folder in her arms, walked quickly past Caroline's cubicle, dropping a cup of water with a small smile. Caroline barely ever actually moved from her cubicle, and thus she tended to forget to hydrate herself. Thankfully, her friends had taken it upon themselves to ensure she didn't drop down in a faint.

Once Caroline began doing something, she tended to find that she didn't remember to do anything else. She could sit reading a book for an entire day, or walking randomly through the streets of the city, or stitching a piece of fabric for hours on end and never actually realize how much time had passed. It would always feel like only a few minutes, but would have turned out to be a few hours.

She only noticed that time had passed when she ran out of something to do; she was careful not to read too long of a book, otherwise she'd sit there for days. She'd done it before.

"Drink up," Jen called as she walked away, Caroline grinning to herself as she spoke to a customer on her headset.

"I'd be happy to explain how it works," Caroline said, sipping water before beginning to explain to the man on the other end how the Adipose pills work. She had looked into the science before taking the job. She likely wouldn't have turned it down if it had been a scam, it was a job after all, but there was something comforting about the fact that she knew the science was sound.

It was strange science, but it seemed to work. She had always felt as though something was off with it, a shiver running down her spine, but she couldn't determine exactly what was wrong. The pills seemed to work.

Once the call ended, Caroline took a moment to rub a space above her head, feeling a sharp painful twinge and almost lightheaded a second later. She closed her eyes, breathing deeply before preparing herself for the next call. That had been…strange. Perhaps she should take a break at some point; she hadn't actually eaten anything for a few hours.

"Good morning," she fought the slight shakiness in her voice. "I represent Adipose Industries."

A few minutes into the call, Caroline found herself staring at her screen, listening to the woman on the other end go on quite a long spiel about how much she needed the pills. "We deliver within three working days," Caroline informed her, just as she noticed a man sliding into her cubicle. He seemed tall, with brown hair and a brown suit. She shivered as he slid in, and had no idea why.

Perhaps she really did need to eat something soon.

"John Smith," he whispered, showing her an ID, "Health and Safety. Don't mind me." She nodded, shifting in her seat at the concept of possibly speaking with a man she didn't know. "Do you have any samples of what you send out?"

Conveniently, the woman on the other side of the line asked a similar question, and, as Caroline answered, she handed John Smith what she was describing, for she had examples of both it and the pill. The pill example she had was made of plastic, but the pendant was an actual one. "The box has 21 days' worth of pills, an information packet, and a special Adipose Industry pendant. It's made of eighteen carat gold, and it's yours for free." He was studying it as the woman asked a strange question. "No, we don't give away pens, sorry." A complaint. "No, I can't make an exception, no."

The fact there was still someone on the other end of the phone seemed to help with her ability to have John Smith beside her.

John Smith tucked the pendent into his jacket pocket. "I'll need to keep this for testing." Caroline nodded, honestly not knowing what Health and Safety could want with a golden pendant. "And also a list of your customers. Could you print it off?"

Caroline pulled it up on the screen. The list was about a million people long, as it currently only included the greater London area. "Of course." The man was watching what she was doing. He had quite striking hair, which, along with his suit, had been the first thing she had noticed about his appearance.

"That's the printer there?" he stood up in order to look around the area of cubicles.

She nodded. "Yes, by the plant." The woman on the other end had accidently hung up the phone; she had seemed to be elderly and not that used to using a phone.

"Brilliant." He sat down again, but stood up a moment later. "Has it got paper?"

Caroline sighed. "Yes. Jimbo keeps it stocked. Nothing to worry about." As calm as she had to be for this job, interacting with people in real life was always slightly more difficult. She was desperately hoping that someone else would call soon so that she could return to a state far more comfortable for her.

Thankfully, he was interrupted from continuing to ask questions by Miss Foster, the owner of Adipose Industries, walking in, flanked on either side with a guard. "Excuse me, everyone, if I could have your attention."

Caroline stood immediately. John Smith peeked his head up originally, but ducked down once Miss Foster looked in his direction. "On average, you're each selling forty Adipose packs per day. It's not enough. I want one hundred sales per person per day." Caroline widened her eyes, her mind already beginning to calculate how that would be physically possible. "And if not, you'll be replaced. Because if anyone's good in trimming the fat, it's me. Now. Back to it."

Everyone sat down at once, Caroline grimacing as she did so. John Smith seemed amused by her expression. "Not a fan of the boss?"

Caroline almost chuckled. "Not a fan of the fact that to do as she requested is almost impossible." Even if it just took five minutes for each customer, which was nearly impossible, it would take over eight hours straight to simply reach the one hundred marker per person. There was a small twinge of pain right behind her eyes, a pulse almost, and Caroline fought the urge to rub it.

She glanced at John Smith briefly, wishing he would leave so that she could begin attempting Miss Foster's insane request, when she found herself staring at him longer. She had really only given him passing glances previously, not enough to study his face. And, now that she did, she had an itching that she knew him. "Have I seen you before?" she whispered, frowning, this time not from the second pulse in her head.

John Smith shook his head, shrugging. "No, sorry, I don't think so." They stared at each other for a second, his brow almost furrowing as though he was attempting to see if he could remember her. "Anyway," he shook his head slightly, "if you could print that off." Caroline nodded, still frowning, but did as he asked; Miss Foster had interrupted it previously. "Thanks." He moved to stand, but Caroline spun around and grabbed his arm, surprising even herself.

"Do you happen to own a blue Police telephone box?" that was where she knew his face, or at least a face like his. He had been one of the aliens on the street, and then he had been the one to vanish in the box. Or maybe it hadn't been him, because why would an alien be wandering around claiming to be Health and Safety?

John Smith didn't even blink. "I don't, sorry. Were you looking for one?"

"No." She nodded towards the printer, reminding him where it was. "Now, if you'll excuse me, I have to get back to work."

He rushed off to the printer as Caroline prepared to be patched through to the next customer, sighing internally at the fact she was alone again, she didn't have to interact with people. She had just taken a sip of water when John Smith returned with a grin, leaning against the edge of the cubicle. "Me again."

Caroline, water in hand, spun in her chair so that she was facing him, tilting her head in almost amusement. "Now what?"

"Can you print it again?"

She sighed, but did as he asked, guessing that somebody else must have accidently taken it. He went back to the printer, but came back a third time, as Caroline was waiting to be connected, though this time he was holding the printout. "Why were you asking about a blue Police telephone box?"

This time Caroline didn't spin to look at him. "I saw one on Christmas. There was a man who went into it that I thought looked like you, but clearly wasn't." She glanced over her shoulder at him, listening to a phone start to ring on the other end of the line.

He nodded, but before he darted off again, asked her a final question. "What's your name?"

"Caroline Attwater. Now leave."

This time he truly did leave, forcing Caroline to return to her work as somebody answered their phone. "Good morning. I represent Adipose Industries."

A few hours later, Caroline was finally ordered to take a break for food by Jen. She hadn't wanted to leave her cubicle, not wanting to risk her job because of Miss Foster's new ridiculous instructions, but even she could admit it was becoming difficult to keep her eyes open or focus on the screen.

Jen did have to practically drag Caroline from the chair, but she did leave it eventually. They were standing by the water cooler, Jen describing a phone call she'd just finished quite extravagantly. Caroline was listening with the regular surprised expression she crafted when involved in conversation, not even noticing how tightly she was clutching the small paper cup of water.

When small specks of darkness began to appear at the edges of her vision, she didn't even notice. She didn't notice the way one of her arms seemed to shake, her entire body almost on the brink of falling apart.

"Caroline…" Jen said slowly, frowning, pushing back a loose piece of blonde hair in a short moment of actually noticing what was happening to the woman before her, "are you alright?"

Caroline didn't have a chance to respond before she collapsed, her head spinning and pounding.

When she woke again, her stomach feeling as though it was attempting to devour itself whole, Caroline found Jen crouched over her, looking panicked. "Oh thank God!" Jen nearly shouted. "Are you alright? What happened? Are you feeling okay?"

Caroline blinked slowly, her mind processing what had happened. She must have fainted, as that was the only way she could explain the situation she found herself in. "I…I think I fainted," she mumbled.

Jen laughed, relieved she could actually speak. "Are you feeling alright? Do you need me to get you anything?"

"Something to eat." Caroline had determined quickly that that was the reason. She hadn't actually eaten yet that day, having arrived late to work, and she actually, honestly, couldn't remember the night before.

Jen nodded eagerly, jumping up to hunt down some type of quick snack. She returned after what felt like only a second, helping Caroline sit up slightly before handing her some type of snack bar. She devoured it in a moment. Jen rubbed her back as she ate, looking worried that Caroline could collapse where she sat again.

Once she was finished, Jen also pointing out the cup of water she'd somehow managed to not spill, she made the motion to stand up, only for Jen to force her to stay seated. "There is no way I am going to let you go back to work right now. You are going to go home, rest and eat something."

Caroline frowned at her, already attempting to determine exactly how many people she had sold Adipose to that day. Technically, somehow, she was fairly certain she had managed to sell at least one hundred packages. How she'd managed she had no idea, but somehow it had happened. Perhaps it was helpful she hadn't actually taken a break until Jen had forced her to finally leave her chair.

And, besides, it was almost time for her to leave anyways. She'd be able to leave a little early. "Fine," she agreed, and Jen hurried to gather anything Caroline had left in her cubicle before sending her on her way. Caroline knew that Jen likely still had calls to answer, packages to sell, and felt horrible that she was risking the woman's job. She had no doubt that Miss Foster would follow through with her threat.

Caroline spent the journey home attempting to move slower than she had on the way there, not wanting to risk fainting again. The street she lived on wasn't on any direct bus or underground line, so she always found herself finishing the journey home on foot. She could have easily called a cab, but walking was always preferable.

She had her coat wrapped around herself, head held high and walking slowly. The street, aside from the cars, was almost completely empty. She wasn't commonly home at that time, rather still at some various job, but it was nice to be alone after such a long time speaking to people, even just over the phone. True, she was about to be alone in her home, but the sooner the better.

However, Caroline's walk home was interrupted by a man running past her, holding some type of beeping gadget out before him. She came to a stop at almost the same time he did, watching as the machine made a strange noise and he hit it a few times. She could only see the back of him, but she knew she had seen it before.

He blew on it a few times before it began the same steady beeping as before. Then he began to run again. Caroline only had to stand there for a moment, staring, before she began to run after him.

It was the alien from Christmas, or the man she'd seen that day. By the way he was holding the machine, which did not look like something from Earth, Caroline would guess the former, possibly also the latter and he'd just been lying to her before.

He rounded a corner, this time choosing to run on the sidewalk, before the gadget made a strange sound and he spun in a small circle, Caroline ducking behind a car, before hitting it again and continuing on his way. He was chasing something, Caroline reasoned.

He had just turned another corner when, Caroline managing to stay a few steps behind him somehow despite not having eaten much that day, when a large black van drove almost directly towards him. The man waited until the last second before he stepped away, looking resigned, before the gadget began to beep again, this time in the direction the van was driving.

The fact that it was a car, and would therefore be traveling at a much higher speed then he could even attempt to reach, did not seem to deter him. Rather than chase it down the main road he turned off onto a side one, likely hoping to run into the van again. Caroline, having only just reached the end of the street he'd turned off on, stopped when she heard the beeping slow, the van no doubt out of reach of the machine.

The man, John Smith maybe, lowered his hand resignedly, turning around only to seem to skid to a stop at the sight of Caroline standing there. His mouth fell open in shock at seeing her there, and there was no doubt that he knew exactly who she was, which meant this was John Smith.

Which also meant he had been lying to her. Caroline, in a strange moment of confidence, walked forward. "Do you actually own a blue Police telephone box?" she asked, referencing the conversation they'd had only hours earlier.

The man took a step forwards as well, eyeing Caroline as though he was judging something about her, an action that made a shiver run up her spine. "You were in London on Christmas?" he was answering a question with another, Caroline noted.

She nodded slowly. "Yes." He made no move to actually answer the question she had asked him, and some part of her curiosity made her continue asking him questions, continue speaking to him rather than fall silent. "I believe I asked you a question," she couldn't help but notice her voice was shaking, slightly, "and you have neglected to answer."

"Yes," was all he said, and Caroline suddenly found it quite difficult to hide her excitement at the prospect. "You work at Adipose?"

The question was enough to temper Caroline's excitement. "Considering that we spoke there just a few hours ago, yes." John Smith, though Caroline was fairly certain that wasn't actually his name, almost seemed amused by that. However, Caroline frowned as she glanced down at what he was holding and thought briefly about what street they were on.

She knew there were at least two Adipose customers within the general area to where they were right then. One, a woman named Stacey, had actually managed to learn that she worked for Adipose and had approached her a few days before. This man had asked for a list of customers, and was running through the streets with some type of machine seeming to chase something. And he seemed very interested in confirming that Caroline actually did work at Adipose.

"Is there something wrong with the Adipose pills?" she asked, frowning, stepping forward again. She was neglecting the fact that she really did need to eat something, and the fact that speaking this long to somebody she didn't know was making her feel horrible on its own. What she needed to know at that moment was if the Adipose pills were harming people.

He shook his head. "I don't know. Something feels wrong, but I don't know what's happening. I was trying to find out but this," he hit the gadget again, "keeps malfunctioning."

"I could see that," Caroline nodded. She was tempted to ask if she could help, even if she wasn't certain what she could do. But even if she could do something, Caroline was not the sort to actually offer. "What is your name, your real name?" she added the last part as it looked like he was about to say that John Smith was his actual name. "You lied about the blue box so you must have lied about the name."

He almost smirked, though it was more of an amused grin. "The Doctor." Caroline nodded, amused by the fact that this felt like his actual name. He looked like a Doctor, even if he was an alien one. "Would you like to," he jerked his head over his shoulder, "come and help?"

Caroline very nearly said yes. But then her stomach made a horrible noise and she nearly doubled over from a sudden pain in her head, and she knew she couldn't. Not right then. "I can't right now," she admitted, wishing she could, honestly wishing she could, because she needed to know what Adipose was doing. "I'm sorry."

The Doctor nodded slowly, tucking his hands into his pockets, somehow managing to fit the gadget inside. "Goodbye, Caroline Attwater," he seemed almost amused by her name.

"Goodbye Doctor," Caroline agreed before turning and walking away, fighting her way through the head pain. She hadn't actually drank much that day, really only the two small cups Jen had handed her. The moment she was out of his sight she let herself double over slightly, gritting her teeth against the hunger.

When she reached home and actually sat down to drink something and eat, all Caroline could think of was what could be wrong with Adipose. She had only really looked when the company was just starting, when Miss Foster had just entered the market. She hadn't read up on any theories surrounding Adipose, any mysteries.

She may have had unease about it originally, but she hadn't followed through. And she should have at least looked once.

As such, Caroline spent the rest of the night, when she should have been sleeping, reading up on the theories surrounding Adipose Industries. The story behind it beginning was strange on its own, with Miss Foster emerging with no sign that there had ever actually been any tests of her products. She just arrived with claims it worked, and later had tests done to prove her claims.

The pills did work. They got rid of fat at a steady rate in a way no other pill had done. The side effects were minimal. It was as though, as the slogan of the company proudly stated, the fat just walked away.

But that wasn't how fat worked. Caroline had known that wasn't how losing weight worked. It wouldn't, it couldn't, just vanish. There would be some type of sign, some change, in your body. But Adipose Pills had none of that.

They were simply weight loss pills that worked perfectly.

Jen followed Caroline practically like a hawk the next morning. She was constantly asking her if she had eaten anything, if she had drunk enough water, if anything hurt. Caroline constantly repeated that she was fine, that there was nothing to worry about and could Jen leave her alone to get back to her job.

Selling the pills, now that Caroline both knew an alien was looking into them and the scientific side of her mind had kicked in to inform her that something actually was wrong, felt bad. She knew they were helping people, and there was no actual evidence they were harming anyone. Perhaps they were from an alien race that just wanted to help humans lose weight.

And Caroline couldn't stop thinking about the Doctor. She had seen him four times now. He was looking into Adipose. Perhaps she should have said yes, she should have offered to help. She would probably know more than rumors on the internet. Perhaps she would have actually been able to begin figuring out what threat the Adipose Pills posed rather than sitting in a cubicle selling them to more people.

By the end of the day, Caroline needed to leave the main room and take a break from possibly selling people their doom, though she knew that was quite an exaggeration she couldn't help but think it. She found her way to one of the toilets, one of the nicer ones that no one tended to go into.

Adjusting the edges of her jacket before beginning to twist the ring she'd received for Christmas, Caroline made her way to the last stall, needing to just sit in silence for a moment.

She did not notice the woman that had been sitting in a stall for over four hours now, though the woman noticed her.

A few minutes later, Caroline had lost track of time. She normally wore a watch, but that morning she had forgone finding it in favor of actually eating breakfast, not wanting to even risk a repeat of the day before. She had no way of knowing that the building was starting to close down, because all she was doing was slowly rubbing her head, beginning to wonder if there was some possible way she could find the Doctor again.

It sounded as though, slightly further down the line of stalls, somebody stepped out. Caroline immediately froze, having thought the room was empty. A phone began to ring, and whoever had stepped out quickly turned around to answer it.

"Not now," the woman, whispering in a room where whispers traveled. Somebody on the other end said something, and Caroline realized that if she listened she was going to be getting the very annoying situation of only hearing half of a conversation.

"I can't. I'm busy." Another moment of silence. "I'm in church." Whoever was talking clearly had some type of secret they were keeping from the other person. "Praying." There was a long period of silence punctured by the sudden bang as the doors to the toilets burst open.

"We know you're in here," it was Miss Foster, "so why don't you make this nice and easy and show yourself?" There was no movement, though Caroline did, as quietly as she could, lift her feet from the ground so that it didn't look like she was there. It was instinctive, even if she wasn't technically hiding. "I'm waiting. I warn you, I'm not a patient woman. Now, out you come." Nothing. "Right. We'll do it the hard way." Slight movement. "Get her."

There must have been her customary two guards with her, because then came the sound of somebody kicking the doors open, and Caroline was fairly certain Miss Foster would never do such a thing. She knew that, technically, she had nothing to worry about. She did work at the company, she had an acceptable reason for being there. But the other woman in the stalls, the one who'd been on the phone, did not.

However, when the guards reached the fifth stall, they stopped. "There you are," Miss Foster cooed.

"I've been through the records, Foster," it wasn't the woman from the phone, "and all of your results have been faked. There's something about those pills you're not telling us."

"Oh, I think I'll be conducting this interview, Penny," then the footsteps left, the door closing with no sign that they had even thought there was anyone else in the stalls, let alone two people.

When Caroline heard the other woman step out of her stall, she did so as well as quickly as she could, making the ginger spin around in shock. She held her hands up slightly, as though to prove she posed no threat, and took a deep breath. "Are you interested in the pills too?"

The ginger nodded, frowning. "Who are you?"

"Caroline Attwater." She lowered her hands. "I work in the call centre." The ginger backed away slightly. "There is something wrong with the pills. If you don't mind, I'd like to find out what." Perhaps it was speaking to the Doctor, and not taking advantage of the fact he'd offered for her to come with him, but Caroline found herself readily offering her help to this woman who's name she didn't even know.

"Donna Noble," the ginger introduced. "Now come on!" they strode out of the toilets, thankfully having waited long enough that Miss Foster was nowhere to be seen. The fact the call centre was empty informed Caroline exactly how long she'd been sitting in the toilets, but she didn't care at that moment. All she cared about was attempting to remember where Miss Foster's office would be.

Donna was the one to point out that the location was posted on a small poster by the lifts. They rushed up to it, the two as quiet as they could be. It was rather easy for Caroline, the state natural to her. There was no one else in Adipose Industries, or at least nobody they came across.

Quickly, they reached the secretary's station outside of Miss Foster's office, hearing the sounds of voices coming from inside the room. "What sort of a country do you think this is?" Penny, a reporter and presumably prisoner of Miss Foster, which was a strange thought in itself, asked.

"Oh, it's a beautifully fat country. And believe me, I've travelled a long way to find obesity on this scale."

"So, come on then, Miss Foster, those pills. What are they?" Donna and Caroline were slowly approaching the door. There was a small window, one at a height Donna could reach easily but Caroline, a few inches shorter, could already tell would be a bit difficult if they desired to look in.

"Well, you might just as well have a scoop, since you'll never see it printed. This is the spark of life." No doubt she was holding up one of the pills at that moment.

"And what's that supposed to mean?" Caroline and Donna slid down the door slightly, out of sight of the window for a moment in order to listen better.

"Officially, the capsule attracts all the fat cells and flushes them away." With no side effects, Caroline couldn't help but add. "Well, it certainly attracts them. That part's true. But it binds the fat together and galvanizes it to form a body." Caroline sucked in a breath. An alien. Adipose pills were forming creatures from the fat cells in human bodies.

"What do you mean, a body?"

"I am surprised you never asked about my name. I chose it well. Foster. As in foster mother." There was a very, very quiet squeaking sound. "And these are my children."

Slowly, Donna and Caroline stood in order to look through the window and see the small white creature, smaller than a book standing on Miss Foster's desk. It was partially hidden by a pillar, but Caroline could see enough of it to know what it was. "You're kidding me," Penny, the reporter that was tied to a chair, said. "What the hell is that?"

"Adipose," Miss Foster said slowly, walking around to stand before Penny. "It's called an Adipose. Made out of living fat."

Miss Foster and Penny had some kind of conversation, but both Caroline and Donna stopped paying attention to it when they locked eyes with the Doctor across the room, who seemed to be suspended in some type of window cleaner's cradle. His eyes widened as much as her's or Donna's must have.

" _Donna?_ " he mouthed. " _Caroline?_ "

" _Doctor?_ " Donna replied, just as silently, while Caroline could only look between the two in slight shock. How was it that the exact woman she'd run into in the toilets had also met the Doctor? How was it that she kept running into something related to aliens? " _Doctor!_ "

" _But what? What? What?_ " his 'what's grew more exasperated as they repeated.

" _Oh my god!_ " Donna seemed to have forgotten the fact that they had just been listening to a conversation in which Miss Foster was revealing her plans but, granted, the Doctor and Caroline had forgotten as well.

" _But…how?_ "

Donna pointed at herself. " _It's me!_ "

" _Yes, I can see that,_ " the Doctor mimed.

" _Oh, this is brilliant._ "

" _What the hell are you doing there?_ " the Doctor pointed at both of them, referencing both.

" _I work here!_ " Caroline reminded him, though that didn't actually provide a reasoning for why she would still be at Adipose at that hour.

" _I was looking for you,_ " Donna continued.

He pointed at himself. " _What for?_ "

" _I, came here,_ " Donna began to mime her story as well as mouth it, with the Doctor nodded along as though he understood every aspect of it, " _trouble, read about it, internet, I thought, trouble=you! And this place is weird! Pills! So I hid. Back there. Meet her. Crept along. Heard this lot. Looked. You! 'Cos they…_ " she jerked her thumb back towards where Miss Foster was standing, only to find her staring at the three of them, arms crossed and waiting.

She had very clearly noticed.

"Are we interrupting you?" Miss Foster asked them.

" _Run!_ " the Doctor jerked his head to the side, Donna and Caroline turning to run.

 **A/N: Caroline's entered the drama! Now she's met Donna and the Doctor, so who knows what could happen next.**


	3. Anywhere in the Universe

**Anywhere in the Universe**

"Get them," Miss Foster was ordering just as Donna and Caroline left the room, the guards somehow not managing to immediately follow them as the two woman hunted for a staircase, find one and rush up it.

Caroline glanced back at Donna as she managed to get slightly ahead, thankful for the fact she'd eaten. "You know the Doctor?"

"You know the Doctor?" Donna responded, just as Caroline rounded a corner only to run flat into the Doctor, who caught her to stop her from falling.

He very nearly gave her a hug, but seemed to decide against it before hugging Donna instead, Caroline taking a moment to lean against the railing. "Oh, my God," Donna breathed when they stepped apart. "I don't believe it. You've even got the same suit! Don't you ever change?"

"Yeah, thanks, Donna. Not right now." They all glanced down below them, seeing the guards, Miss Foster behind them, making their way up the stairs. "Just like old times!" he laughed, grabbing Donna's hand and tugging her along, Caroline following behind.

They reached the roof rather quickly, Caroline closing the door to the building behind them as Donna immediately began talking, though the Doctor did flash a blue light over their heads at the door. "Because I thought, how do you find the Doctor? And then I just thought, look for trouble and then he'll turn up." They ran towards the controls for the window cleaner cradle, the Doctor hurrying to work on it.

"So I looked everywhere. You name it. UFOs, sightings, crop circles, sea monsters. I looked, I found them all." The Doctor had some sort of pen like device, with a blue light on the end, that he was somehow using to work on the electronics. Caroline decided to just label it an alien thing and wait to question it later. "Like that stuff about the bees disappearing, I thought, I bet he's connected. Because the thing is, Doctor, I believe it all now. You opened my eyes. All those amazing things out there, I believe them all. Well, apart from that replica of the Titanic flying over Buckingham Palace on Christmas Day. I mean, that's got to be a hoax."

Caroline widened her eyes at Donna. "What makes you say that?" she asked quietly. Even if she hadn't actually seen it, that didn't mean it wasn't real.

The Doctor glanced back at Donna. "What do you mean, the bees are disappearing?"

Donna shrugged, choosing his question over Caroline's. "I don't know. That's what it says on the internet." The Doctor leapt up the staircase that led to the cradle, jumping inside of it. "Well, on the same site, there was all these conspiracy theories about Adipose Industries and I thought, let's take a look."

The Doctor leaned back down to them, gesturing up. "In you get!"

Caroline frowned at it. "In that thing?" she asked, Donna nodding in agreement.

The Doctor nodded. "Yes, in that thing."

"Doctor, if we go down in that, they can just call us back up again."

He shook his head. "No, no, no, because I've locked the controls with a sonic cage. I'm the only one that can control it. Not unless she's got a sonic device of her own, which is very unlikely."

The cradle was the only way off the roof that Caroline could see, and the Doctor seemed to think it would be safe to use. Donna went up the stairs first, the cradle a tight fit for three people. Caroline was very thankful she wasn't afraid of heights.

They dropped slowly, far too slowly for Caroline to actually think that they were any safer there then on the roof. But she really shouldn't have wished for speed, because the moment she thought it there were sparks from the pulley and the cradle began to drop at an alarming rate, only stopping with a jerk when the Doctor somehow managed to use his alien pen thing on it.

They had stopped right next to a window, thankfully. "Hold on," he began to run the pen, which had the blue light, around the edge of the window. "Hold on. We can get in through the window." However, it failed. "Can't get it open!"

Donna picked up a spanner from the ground. "Well, smash it then!"

Caroline very nearly snatched it from her hands. "This building has a deadlock and if she's activated it then it can withstand a bomb!"

There was a hissing sound above them, and Donna looked up to see a fire starting on one of the cables. "She's cutting the cable!"

A moment later the cable snapped, the entire cradle tipping sideways. Caroline just barely managed to grab hold of the inside of it, but Donna was thrown out. "Donna!" the Doctor shouted, leaning over the edge and holding on to the still surviving piece of cable with all his strength.

"Doctor!" Donna, who Caroline could just barely see was holding onto a line of cable with a long piece of metal at the end, called back.

"Hold on!"

"I am!" Caroline couldn't do anything from her position which wouldn't have ended up with either her falling or her making the Doctor fall. He tried to pull the cable that Donna was holding onto, but he couldn't get a good enough grip on it with one hand. "Doctor!"

He looked up at Caroline before handing the alien pen to her. "Aim for her pen!" he informed her. "Just press the button!"

Somehow, Caroline managed to point the device upwards and press the first button she found, miraculously aiming it exactly on Miss Foster's hand and making her pen fall out of it with a spark.

The Doctor leaned backwards and snatched the falling pen from the air. He climbed up to where Caroline was clinging, Miss Foster's pen between his teeth, and used it on the window, Caroline not protesting that time. If Miss Foster was an alien, it would make sense that her device would be able to override her own deadlock.

"I'm going to fall!" Donna shouted. "This is all your fault. I should've stayed at home."

He managed to unlock the window, sliding it up and climbing inside before turning and pulling Caroline up as well. "We won't be a minute!" he told Donna before grabbing Caroline's hand and running down to the room a floor below, which turned out to be Miss Foster's office. The Doctor rushed to the window, where they could see Donna's legs dangling, and began to use Miss Foster's pen on it.

"Is anyone going to tell me what's going on?" Penny, who was still tied up in the chair, asked them.

Caroline looked back at her. "Are you a journalist?"

"Yes," Penny nodded.

"Well," the Doctor said just as the window unlocked, "make it up." He grabbed Donna's legs, who, understandably, began to kick him off.

"Get off!"

"I've got you! I've got you! Stop kicking!" with Caroline's help, somehow, magically, the two managed to get Donna inside the office without anyone falling to their death.

Donna sighed in relief, nearly laughing. "I was right. It's always like this with you, innit?"

His grin was comical. "Oh, yes! And off we go!" They all turned and ran out of the office, though the Doctor turned around to zap Penny free after her shout reminded them of her presence. "Now do yourself a favor. Get out."

They ran through a few halls, Caroline and Donna switching off between taking the lead, until they reached the call centre again, stopping short as they found Miss Foster and her two guards waiting for them there.

"Well then," Miss Foster cooed, her voice as soft as Caroline had ever heard it. She pulled off her glasses. "At last."

Donna waved. "Hello."

"Nice to meet you, I'm the Doctor."

"And I'm Donna."

"Caroline," she reminded Miss Foster, "one of your employees."

Miss Foster nodded, though Caroline would have been shocked if the woman had actually remembered who she was. "Partners in crime." The Doctor and Donna looked at each other and nodded, agreeing with the title that had been bestowed on them. "And evidently off-worlders, judging by your sonic technology." She eyed Caroline. "You should have said something."

The Doctor pat his pockets up and down, Caroline still holding his own apparently 'sonic' device, before pulling out the pen from Miss Foster, which was an actual pen. "Oh, yes, I've still got your sonic pen. Nice. I like it. Sleek," he showed it to Donna and Caroline. "It's kind of sleek."

Donna nodded. "Oh, it's definitely sleek."

"And if you were to sign your real name," the Doctor addressed Miss Foster again, "that would be?"

"Matron Cofelia of the Five Straighten Classabindi Nursery Fleet," Miss Foster seamlessly announced. "Intergalactic Class."

"A wet nurse, using humans as surrogates."

"I've been employed by the Adiposian First Family to foster a new generation after their breeding planet was lost."

The Doctor frowned. "What do you mean lost? How do you lose a planet?"

"Oh, politics are none of my concern," Miss Foster shrugged. "I'm just here to take care of the children on behalf of the parents."

"What," Donna asked, "like an outer space super nanny?"

"Yes, if you like," Miss Foster agreed.

"So…so those little things…" Donna was attempting to reason it out, clearing doing so by speaking rather than letting her brain work it out, as Caroline was attempting, "they're…they're made out of fat, yeah, but that woman, Stacy Campbell," Caroline looked over sharply at that, Stacy was the woman from her street, "there was nothing left of her."

Caroline had seen Stacy, Stacy had thanked her for the Adipose pills.

Miss Foster nodded almost sadly, though it didn't feel like she was sad for Stacy. "Oh, in a crisis the Adipose can convert bone and hair and internal organs. Makes them a little bit sick, poor things."

Donna stepped forward. "What about poor Stacy?"

The Doctor was only staring at Miss Foster with a stoic expression. "Seeding a level five planet is against galactic law."

Miss Foster raised her eyebrows. "Are you threatening me?"

"I'm trying to help you, Matron. This is your one chance, because if you don't call this off, then I'll have to stop you."

"I hardly think you can stop bullets." Her two guards stepped forwards and took aim, the Doctor immediately moving to stand slightly in front of Donna and Caroline.

"No, hold on, hold on, hold on, hold on. One more thing, before dying," he held out a hand and Caroline handed him his sonic, which she had, admittedly, been clutching quite hard for the last few minutes. "Do you know what happens if you hold two identical sonic devices against each other?" he held the two devices up.

Miss Foster breathed in deeply. "No."

The Doctor shrugged. "Nor me. Let's find out."

Immediately, there was an awful noise, high pitched and squeaking and burrowing into their skulls. It even shattered a nearby window. Caroline grabbed her head, bending over in an attempt to fight it. As she fell, she unintentionally hit the Doctor's arm, which made him stop the sound.

"Come on!" Donna yelled, and the three of them spun and ran out of the room, the Doctor pushing to the front to led them somewhere.

It was quite some time before they reached what looked like a maintenance corridor, finally coming upon an open storage cupboard. The Doctor chucked out the ladder and mops inside while Donna and Caroline tried to catch their breath.

"Well, that's one solution," Donna nodded as he threw out a bright yellow suit. "Hide in a cupboard. I like it."

He was messing with the back wall, pressing on it until it slid away, revealing a big green machine that looked like some sort of core. Donna and Caroline came up on either side of him, and Caroline had to restrict her urge to touch whatever clearly alien technology was in front of her. "I've been hacking into this thing all day, because the matron's got a computer core running through the centre of the building. Triple deadlocked." He slid on a pair of glasses. "But now I've got this," holding up the Matron's sonic pen, "I can get into it." The Doctor began to sonic it as the two of them watched. "She's wired up the whole building." Pulling out two of the wires, he held them together as they heard guards began to run down the hall. "We need a bit of privacy."

Their screams made him release the wires, his goal now completed. Caroline felt slightly sick, but she couldn't tell if it was from fear or excitement. "Just enough to stop them. Why's she wired up the tower block? What's it all for?"

"Inducer online," the computer declared.

The Doctor pulled out a wire and began to work. Caroline leaned against the wall next to her, watching, while Donna leaned forwards. "You look older."

"Thanks."

"Still on your own?" Caroline noticed that Donna glanced at her when she said that.

He nodded. "Yup. Well, no. I had this friend." Now he looked at Caroline, but he seemed to determine that she wasn't a threat and kept talking. "Martha she was called. Martha Jones. She was brilliant. And I destroyed half her life. But she's fine, she's good. She's gone."

"What about Rose?"

"Still lost," his voice dropped and Caroline reached forward, gently touching his arm, which made him look at her. They held eyes for a second before she pulled away and he looked back at Donna. "I thought you were going to travel the world?"

Donna shrugged. "Easier said than done. It's like I had that one day with you, and I was going to change. I was going to do so much. Then I woke up the next morning, same old life. It's like you were never there. And I tried. I did try. I went to Egypt. I was going to go barefoot and everything. And then it's all bus trips and guidebooks and don't drink the water, and two weeks later you're back home. It's nothing like being with you. I must have been mad turning down that offer."

He frowned. "What offer?"

"To come with you."

Now the Doctor froze, eyes wide. "Come with me?"

Donna grinned widely. "Oh yes, please."

"Right."

The computer interrupted them, lights blinking done the modem. "Inducer activated."

"What's it doing now?" Donna asked as the Doctor rushed to do something, anything.

"She's started the program!"

"Inducer transmitting."

"So far they're just losing weight, but the Matron's gone up to emergency pathogenesis."

Caroline stepped closer. "And that's when they convert-"

He nodded. "Skeletons, organs, everything. A million people are going to die. Got to cancel the signal." He pulled the pendant Caroline had given him earlier out of his pocket, dismantling it to reveal something that looked like a very small part of a computer. "This contains a primary signal. If I can switch it off, the fat goes back to being just fat." He attached the pendant to the computer core.

"Inducer increasing."

A sense of dread fell over all of them. "No, no, no, no, no. She's doubled it. I need-haven't got time." He ran his hands through his hair. "It's too far. I can't override it. They're all gonna die!"

"Is there anything we can do?"

He tried various knobs and buttons along the core. "Sorry, Donna, Caroline, this is way beyond you. Got to double the base pulse, I can't-"

"Doctor," Caroline tried, fighting her own terror, "tell us. What do you need?"

"I need a second capsule to boost the override, but I've only got the one. I can't save them."

Donna was very calm as she held up her own pendant, likely gotten the same way the Doctor had gotten his. He stared at her in shock before grinning, pulling it apart and adding it to the circuit he'd created. All of the lights shut off immediately.

He'd stopped it. They were saved.

A loud noise came from above them, something like a plane leaving or arriving, and they all looked up. "What the hell was that?"

"Fine. When you say nursery you don't mean a crèche in Notting Hill."

"Nursery ship," Caroline whispered.

The computer lit up again, though this time the center screen had a series of symbols that looked like some kind of alien language. "Incoming signal."

A voice, that was clearly alien, began saying something, and the Doctor seemed to be understanding.

"Hadn't we better go and stop them?"

The Doctor held up a hand. "Hang on. Instructions from the Adiposian First Family." The voice continued to speak, and the Doctor's eyes widened even more, if it was possible. "She's wired up the tower block to convert it into a levitation post. Ooo. Oh. We're not the ones in trouble now. She is!" Now they did turn and run, finding a lift that could bring them to the roof. The Doctor even soniced it so that they got up there even quicker.

On the roof, they found all of the little white baby aliens floating up towards a large circular ship in beams of blue light. Caroline stopped, staring in wide eyed wonder. Aliens. Real life aliens. Real life baby aliens that were being levitated right before her very eyes.

"What you going to do then?" Donna asked the Doctor. "Blow them up?" Caroline got the sense they'd faced a similar situation the last time the Doctor and Donna had been together.

He looked at Donna in surprise. "They're just children. They can't help where they come from."

Donna grinned. "Oh, that makes a change from last time. That Martha must've done you good."

He nodded. "She did, yeah. Yeah. She did. She fancied me." He looked down at Donna and Caroline, but Caroline was too busy being distracted by the aliens, her mind rushing to try and figure out how aliens made of fat would function, to really focus on what the other two were saying. If she could have seen him, she would have seen that he was chuckling at her wonder.

"Mad Martha, that one. Blind Martha. Charity Martha."

One of the baby Adipose waved at them as it passed, a little smile on its face. "I'm waving at fat," Caroline breathed, laughing.

"Actually, as a diet plan, it sort of works. There she is!" He'd spotted Miss Foster floating upwards after the babies, though she stopped at roof level. "Matron Cofelia, listen to me." The Doctor reached for her, but she was too far away for him to even think about pulling her closer.

"Oh, I don't think so, Doctor. And if I never see you again, it'll be too soon."

He groaned. "Oh, why does no one ever listen. I'm trying to help. Just get across to the roof. Can you shift the levitation beam?"

"What," she scoffed, "so that you can arrest me?"

"Just listen. I saw the Adiposian instructions. They know it's a crime, breeding on Earth. So what's the one thing they want to get rid of? Their accomplice."

Miss Foster laughed. "I'm far more than that. I'm nanny to all these children." She gestured to the Adipose above her.

"Exactly! Mum and Dad have got the kids now. They don't need the nanny anymore."

The realization just seemed to hit her right when the levitation beam switched off, sending the wide eyed Miss Foster plummeting to the ground. They heard the crunch as the Adipose ship flew out into space, leaving the scene of their crime.

Caroline was sad that Miss Foster had been abandoned, but at least now she couldn't harm anyone anymore.

The three of them made their way back down to the ground, avoiding the attention of quite a few emergency service workers trying to deal with the circumstance. The Doctor threw the sonic pen into a waste bin.

"Oi, you three." The reporter from earlier appeared, still tied to the chair. "You're just mad. Do you hear me? Mad! And I'm going to report you for…madness." She walked away, grumbling.

"You see," Donna sighed, "some people just can't take it."

He shook his head. "No." He did look down at Caroline then, feeling a bit guilty already. He had lost her her job, accidently flung her into a dangerous situation. But she'd seemed…excited. Like she was loving the adventure. As Donna said, you didn't come across many people like that, especially not as randomly as he'd come across Caroline.

Donna shrugged, making him look at her. "And some people can. So, then. TARDIS! Come on." She grabbed his arm and pulled, but the Doctor stopped her, looking back at Caroline.

"Do you want to…" he offered, holding out a hand for her to take. He could at least show her the TARDIS, maybe to just take her home. And then he could point her in the direction of Martha yes, he could do that. Martha would help Caroline deal with any of the problems that would come from experiencing an alien adventure.

Caroline's mouth opened. "Is it your blue box?"

He grinned. "Do you want to see?"

She grabbed his hand and he led the way to the alleyway he'd parked the TARDIS in. There was a brilliantly blue car parked at the front of the alley, and in the darkness beyond Caroline could see what she recognized as the blue box she'd seen on Christmas. "That's my car!" she pointed at the car, laughing. "That is like destiny. And I've been ready for this." She ran to the boot of the car which Caroline saw was filled with a variety of suitcases. "I packed ages ago, just in case. Because I thought, hot weather, cold weather, no weather. He goes anywhere. I've gotta be prepared."

Donna began to unload the boot into the Doctor's arms while Caroline just stood and watched. "You've got a, a hatbox."

She laughed again. "Planet of the Hats, I'm ready." She'd finished unloading the car and began to bring all of her cases to the TARDIS, the Doctor following silently. Caroline was watching him quietly, not wanting to interrupt him. Donna leapt into the TARDIS, with Caroline standing slightly to the side. "I don't need injections, do I? You know, like when you go to Cambodia. Is there any of that? Because my friend Veena went to Bahrain, and she-" it seemed to occur to Donna that the Doctor had been quiet for a while. "You're not saying much."

"No, it's just…" he blinked quite a few times. "It's a funny old life, in the TARDIS."

Donna's face fell. "You don't want me."

He shook his head. Caroline had pressed a hand to her mouth, he could see her. "I'm not saying that."

"But you asked me. Would you rather be on your own?"

"No. Actually, no." He sighed. He needed to be careful this time. "But the last time, with Martha, like I said, it, it got complicated. And that was all my fault. I just want a mate."

Donna's mouth dropped open. "You just want to mate?"

Now it was his turn to look surprised. "I just want a mate!"

"You're not mating with me, sunshine!"

"A mate," he clarified. "I want a mate."

Donna stepped back out of the TARDIS. "Well, just as well, because I'm not having any of that nonsense. I mean, you're just a long streak of nothing." She gestured to him. "You know, alien nothing."

He nodded. "There we are, then. Okay."

Donna began to smile. "I can come?"

He grinned now. "Yeah. Course you can, yeah. I'd love it."

"Oh, that's just-" she ran forward to hug him but stopped, reaching for her pocket. "Car keys."

"What?"

"I've still got my mum's car keys." She ran past him back down the street. "I won't be a minute."

Next the Doctor turned to Caroline, who'd just been watching the two of them. "Are you alright?"

Her gaze was just focused on the TARDIS, and he realized that the door was open and she could see the fact it was bigger on the inside. "It's bigger…" she looked over at him. "How…"

He held out a hand to her. "Would you like to come see?" It made him excited when she did take it, letting him led her into the TARDIS. Maybe he would take her along, just for one adventure. To thank her for helping with Adipose. She had stayed calm, even voicing her suspicions and concerns before she'd even really understood what had happened. And she'd gone with Donna, even when she'd been perfectly able to leave. She'd realized something was wrong and she'd tried to help.

And he had lost her her job.

He would ask, at least.

Once they stepped inside, the Doctor stepped away to let Caroline see it in its entirety. She walked up the walkway slowly, staring up at the center console of the TARDIS. One of her hands was running along the railing and the Doctor walked up after her, hands in his pockets.

"This is called a TARDIS," he explained. "It travels in time and space."

Caroline turned to look at him, eyes wide. "This is a time machine?"

He laughed. "Would you like to go on an trip? Anywhere you want."

"Really?"

Donna returned back to the TARDIS then, keys no longer in hand. "Why are my suitcases still outside?"

With the three of them working on it the cases were in the TARDIS almost immediately. The Doctor kept looking at Caroline, ensuring she was still okay. Caroline would stop, every few seconds, and look back at the inside of the TARDIS like she didn't quite believe it was real. Thankfully, Donna didn't seem to question Caroline being on the TARDIS.

Caroline was just going to be there for one adventure. He promised himself, just one. Just one way to thank her for her help, and then he would send her to Martha. Donna was safe, Donna was his mate. Caroline, as helpful as she'd been, was not. She was still practically a stranger.

Once everything was in, the Doctor leaned against the console while Caroline and Donna stood together. "Off we go, then," Donna grinned.

The Doctor nodded. He'd never actually given Donna a proper introduction to the TARDIS. "Here it is. The TARDIS. It's bigger on the inside than it is on the outside."

"Oh, I know that bit. Although frankly, you could turn the heating up."

"So, whole wide universe, where do you want to go?" he was posing the question to both Caroline and Donna.

It was Donna who stepped forward first, though Caroline didn't look like she minded. "Oh, I know exactly the place."

"Which is?"

"Two and a half miles that way." She looked back towards the door and the Doctor set them in motion.

The place two and a half miles away turned out to be where Donna's grandfather watched the stars each night. Both the Doctor and Donna waved at him, with Caroline still attempting to comprehend how a spaceship could actually be able to travel in time and space.

"Right then," the Doctor said, closing the door as they, apparently, went into a place called the 'vortex'. "Where to next?"

Caroline and Donna looked at each other, somehow some silent understanding passing between them. "Ancient Rome."

The Doctor seemed amused they'd said it in unison.

Caroline didn't have any particular interest in Rome, but if you were told you could travel anywhere, who wouldn't go to Rome? It was one of the greatest civilizations in the history of Earth, after all.

If someone had told Caroline Attwater last year that she would have seen people appear and disappear on the abandoned streets of London, seen a blue box disappear from a field, run into an alien tracking something in her street, help said alien defeat an alien threat, and then by flying in said alien's time machine towards ancient Rome, she never would have believed you.

Now, she was much more open minded about the possibilities of the universe.

 **A/N: Caroline's joined the Doctor and Donna on their adventures through the universe! I wonder what could happen with a second companion tagging along?**

 **Thank you to everyone who has read the story so far! It means so much to me that anyone's interested in reading this story :)**


	4. Fixed Points

**Fixed Points**

The Doctor and Donna were the first ones out of the TARDIS, but Caroline was only one step behind. They had landed in some curtained alcove, but outside there was sunlight and a street lined with vendors selling their various wares.

"Ancient Rome. Well, not for them, obviously," he nodded to the people. "To all intents and purposes, right now, this is brand new Rome."

Donna gave a little turn. "Oh, my God. It's, it's so Roman. This is fantastic." She hugged him tightly.

The Doctor laughed, grinning.

"I'm here, in Rome. Donna Noble in Rome. This is just weird. I mean, everyone here's dead."

"Well," the Doctor shrugged, "don't tell them that."

Caroline frowned. "Wait. That sign," everyone else turned to look at it, "it's in English."

Donna sighed. "Are you having us on? Are we in Epcot?"

"No, no, no, no. That's the TARDIS translation circuits. Just makes it look like English. Speech as well. You're talking Latin right now."

Caroline's eyes widened. It helped, when it came to talking to people, that the Doctor was there. He was quite easy to talk to, she'd discovered. Like he focused her attention so it was like there was only him and no one else. Otherwise, since they were in a crowded area, she wouldn't have been able to speak a word. "Seriously."

"Mmm," the Doctor nodded.

Donna pointed at her. "You just said seriously in Latin."

"Oh, yeah."

"What if we said something in actual Latin?"

"Like veni, vidi, vici?" Donna added, nodding. "My dad said that when he came back from football. If I said veni, vidi, vici to that lot, what would it sound like?"

The Doctor frowned. "I'm not sure. You have to think of difficult questions, don't you?"

Donna smiled at Caroline. "I'm going to try it." She walked up to one of the stallholders, a fruit seller.

"Afternoon, sweetheart. What can I get you, my love?"

"Er, veni, vidi, vici."

The fruit seller frowned. "Huh? Sorry? Me no speak Celtic. No can do, missy."

"Yeah." Donna walked back to the pair of them. "How's he mean, Celtic?"

"Welsh," the Doctor shrugged. "You sound Welsh. There we are. Learnt something."

They continued to walk through the streets, simply taking in the sights and sounds of the city. "Don't our clothes look a bit odd?" Donna had changed from the more professional outfit she'd been sporting when dealing with the Adipose, but Caroline hadn't had anything. Thankfully, she'd been wearing heels, so her and the Doctor's height difference wasn't as noticeable as it could have been.

"Nah. Ancient Rome, anything goes. It's like Soho, but bigger."

Caroline glanced at him. "You've been here before then?"

"Mmm. Ages ago. Before you ask, that fire had nothing to do with me. Well, a little bit. But I haven't got the chance to look around properly. Coliseum, Pantheon, Circus Maximus. You'd expect them to be looming by now. Where is everything? Try this way." They walked through a gateway of sorts onto a more open street.

"Not an expert, but there's seven hills of Rome, aren't there? How come they've only got one?" it was true, this city only had one, large, bare mountain. Just as Donna finished, the ground started to shake, making vendors clutch their wares. "Wait a minute," she continued. "One mountain, with smoke. Which makes this-"

"Pompeii," the Doctor finished. "We're in Pompeii. And it's volcano day."

Immediately, the three of them started running back towards the TARDIS, the Doctor leading the way. Now Caroline was regretting those heels.

However, once they reached the spot where the TARDIS should have been, they found themselves running into empty space. "You're kidding. You're not telling me the TARDIS has gone."

The Doctor nodded. "Okay."

Caroline frowned, reaching out a careful hand. Could the TARDIS turn invisible. "Where is it then?"

He glanced down at them. "She told me not to tell you."

Donna sighed. "Oi. Don't get clever in Latin."

"Hold on," he left the curtained alcove and found the fruit seller Donna had spoken to before. "Excuse me. Excuse me. There was a box. Big blue box. Big blue wooden box, just over there. Where's it gone?"

"Sold it, didn't I?"

"But it wasn't yours to sell."

The fruit seller shrugged. "It was on my patch, weren't it? I got fifteen sesterces for it. Lovely jubbly."

"Who'd you sell it to?"

"Old Caecilius. Look, if you want to argue, why don't you take it out with him? He's on Foss Street. Big villa. Can't miss it."

"Thanks." The Doctor ran away, only to return to the man a second later. "What'd he buy a big blue wooden box for?"

They quickly agreed on a plan to find where Old Caecilius lived. Each of them would go in a different direction and then meet up at the street they'd originally arrived at. Caroline was thankful that all she needed to do was run through the streets of Pompeii and not speak to anyone.

The fact that every single person she saw was about to die a fiery death was quite unnerving and Caroline tried to ignore them. If she knew anything about time travel, and that wasn't much, it was that once an event had happened it was very dangerous to try and alter it. Especially something as big as the destruction of Pompeii.

She wanted to save them, she did, she hated the thought they were all going to die. But it had technically already happened, at least for her.

She'd seen Back to the Future, after all, and terrible things had happened with that ripple effect. She'd prefer not to be responsible for large chunks of humanity either fading into and out of existence.

That would just be too much.

She'd just arrived at the street, having failed to find Foss Street, when the Doctor and Donna physically collided in front of her. "Ha. I've got it. Foss Street's this way," he gestured over his shoulder, turning to go on his way.

"No. Well, I found this big sort of amphitheater thing. We can start there. We can gather everyone together. Maybe they've got a great big bell or something we could ring. Have they invented bells yet?"

The Doctor frowned. "What do you want a bell for?"

"To warn everyone." Donna looked to Caroline like she wanted back up. "Start the evacuation. What time does Vesuvius erupt? When's it due?"

"It's 79AD, twenty third of August, which makes volcano day tomorrow."

Donna nodded. "Plenty of time. We could get everyone out easy."

"Yeah, except we're not going to."

"But that's what you do. You're the Doctor. You save people."

He shook his head, glancing at Caroline to ensure she wasn't going to say anything. "Not this time. Pompeii is a fixed point in history. What happens, happens. There is no stopping it." Caroline nodded, which made the Doctor briefly smile. It made sense that such a big event would be fixed, unable to be altered.

"Says who?"

"Says me."

"What," Donna scoffed, "and you're in charge?"

"TARDIS, Time Lord, yeah," Caroline was going to have to ask him what a Time Lord was. It sounded important.

"Donna, human, no. I don't need your permission. I'll tell them myself."

"You stand in the market place announcing the end of the world, they'll just think you're a mad old soothsayer. Now, come on. TARDIS. We are getting out of here."

"Well, I might just have something to say about that, Spaceman."

"Oh, I bet you will." The Doctor turned a corner.

Caroline had managed to match his pace when he'd left Donna. "Fixed point means it can't be changed, correct?"

He glanced at her. "Yes."

"Alright then." She nodded, preparing herself.

In a richly decorated villa, a family of four prepared for another quake. "Positions!" Caecilius ran for a marble bust, but the Doctor reached it first.

"Whoa! There you go." He righted it smoothly.

"Thank you, kind sir. I'm afraid business is closed for the day. I'm expecting a visitor."

The Doctor didn't miss a beat. "But that's me, I'm a visitor." He shook Caecilius's hand. "Hello."

Caecilius frowned. "Who are you?"

"I am Spartacus."

"And so am I," Donna added.

Caroline took a breath and spoke as well, truly a very impressive feat given how extremely fast her heart was pounding. "And me."

"Mr, Miss and Mrs Spartacus." He looked at them in the order of the Doctor, Caroline, and Donna, making it clear which title he was applying to each of them.

The Doctor widened his eyes. "Oh no, no, no. We're not," he gestured between himself and Donna, "we're not married."

"We're not together." Donna agreed, and Caroline wondered who Caecilius thought she was.

"Oh, then brother and sisters?" Caecilius nodded. "Yes, of course. You all look very much alike."

The three of them looked at each other. "Really?"

"I'm sorry, but I'm not open for trade."

"And that trade would be?" the Doctor leaned forwards slightly on the balls of his feet.

Caecilius looked quite proud. "Marble. Lopus Caecilius. Mining, polishing and design thereof. If you want marble, I'm your man."

"That's good. That's good, because I'm the marble inspector." He held up a small pad of paper that looked almost like a wallet. To Caroline, it looked blank, but apparently it said something to the family, for they ushered the three of them in immediately.

"By the gods of commerce, an inspection," Caecilius's wife gasped before her gaze landed on his son. "I'm sorry, sir. I do apologize for my son." She snatched the goblet from the boy's hand and dumped it away into a fountain.

"Oi."

"And this is my good wife, Metella," Caecilius came up next to his wife. "I must confess, we're not prepared for a-"

The Doctor shrugged. "Nothing to worry about. I'm…I'm sure you've nothing to hide. Although, frankly, that object looks rather like wood to me." He pointed to what was obviously the TARDIS, walking closer.

"I told you to get rid of it," Metella hissed to her husband.

Caecilius rushed forward. "I only bought it today."

"Ah, well," the Doctor rubbed the back of his head. "Caveat emptor."

Caecilius widened his eyes. "Oh, you're Celtic. There's lovely."

"I'm sure it's fine, but I might have to take it off your hands for a proper inspection."

"Although while we're here," Donna interjected, "wouldn't you recommend a holiday, Spartacus?"

The Doctor immediately looked at her. "Don't know what you mean, Spartacus."

"Oh, this lovely family," Donna nodded to them. "Mother and father and son. Don't you think they should get out of town?"

Caecilius frowned. "Why should we do that?"

"Well, the volcano, for starters," Donna spoke like it was painfully obvious.

"What?"

"Volcano."

"What ano?"

"The great big volcano right on your doorstep."

The Doctor grabbed Donna's shoulders. "Oh, Spartacus, for shame. We haven't even greeted the household gods yet." Caroline followed behind them, glancing at the family. At the alter, the three of them stood in a small row. "They don't know what it is. Vesuvius is just a mountain to them. The top hasn't blown off yet. The Romans haven't even got a word for volcano. Not until tomorrow."

Donna scoffed. "Oh, great, they can learn a new word as they die."

"Donna, stop it."

"Listen, I don't know what sort of kids you've been flying round with in outer space, but you're not telling me to shut up. That boy, how old is he, sixteen? And tomorrow he burns to death." She looked at Caroline, wanting the girl's support, but she was silent, as always.

"And that's my fault?"

Donna nodded. "Right now, yes."

"Announcing" a man called behind them, making the three turn "Lucius Petrus Dextrus, Chief Augur of the City Government." A man about the same age as Caecilius entered, already sneering.

Caecilius rushed forwards. "Lucius. My pleasure, as always."

"Quintus, stand up."

"A rare and great honour, sir, for you to come to my house," Caecilius held out his hand, but Lucius made no move to take it.

"The birds are flying north, and the wind is in the west."

Caecilius nodded. "Quite. Absolutely. That's good, is it?"

"Only the grain of wheat knows where it will grow."

"There now, Metella," Caecilius turned to his wife. "Have you ever heard such wisdom?"

She shook her head. "Never. It's an honour."

"Pardon me, sir. I have guests." He came over to where the trio were waiting. "This is Spartacus, Spartacus and, er, Spartacus."

"A name is but a cloud on a summer wind." This Lucius must be some type of seer, Caroline reasoned. She didn't actually know what Augur meant, but it must be some sort of title.

The Doctor stopped forward. "But the wind is felt most keenly in the dark."

"Ah. But what is the dark, other than an omen of the sun?"

"I concede that every sun must set." Lucius laughed. "And yet the son of the father must also rise." The Doctor held out a hand to Quintus."

Lucius lost his ever-present sneer. "Damn. Very clever, sir. Evidently, a man of learning."

"Oh, yes," the Doctor nodded. "But don't mind me. Don't want to disturb the status quo."

Caecilius leaned closer to Lucius. "He's Celtic."

"We'll be off in a minute." He turned to lead the way and Donna followed, though she seemed upset about it.

"I'm not going."

"It's ready, sir," Caecilius told Lucius.

"You've got to."

"Well, I'm not."

"The moment of revelation," Caecilius continued. "And here it is."

The Doctor was leading them to the TARDIS, more directing Donna then he was Caroline, when both he and Caroline glanced back. And then they stopped. Caroline didn't know much about history, it was true, she preferred science, but she knew for a fact that circuit boards had not existed in Pompeii.

"Exactly as you specified. It pleases you, sir?"

"As the rain pleases the soil."

The Doctor stepped back into the conversation. "Oh, now that's different. Who designed that, then?"

Caecilius held out a hand towards Lucius. "My Lord Lucius was very specific."

"Where'd you get the pattern?"

"On the rain and mist and wind."

Caroline took a deep breath. "That looks like a circuit," she whispered to the Doctor.

He nodded. "Made of stone."

"Do you mean you just dreamt that thing up?" Donna asked the collective group.

Lucius nodded. "That is my job, as City Augur."

"What's that, then, like the mayor?"

The Doctor laughed. "Oh, ha. You must excuse my friend, she's from Barcelona." He and Donna turned slightly away from the conversation, Caroline leaning closer to hear the explanation. "No, but this is an age of superstition. Of official superstition. The Augur is paid by the city to tell the future. The wind will blow from the west? That's the equivalent of ten o'clock news."

"They're laughing at us." The three turned to see a new girl, an extremely pale teenager, enter the room swaying. "Those three, they use words like tricksters. They're mocking us."

The Doctor shook his head. "No, no, I'm not. I meant no offence."

Metella rushed to the girl. "I'm sorry. My daughter's been consuming the vapors."

"Oh for gods, Mother. What have you been doing to her?" Quintus stared at his sister with a mixture of shock and horror.

"Not now, Quintus," Caecilius hissed.

"Yeah, but she's sick. Just look at her."

Lucius stepped forward, gaze fixed on Evelina. "I gather I have a rival in this household. Another with the gift."

"Oh, she's been promised to the Sibylline Sisterhood. They say she has remarkable visions."

Lucius laughed. "The prophecies of women are limited and dull. Only the menfolk have the capacity for true perception."

Donna and Caroline scoffed at the same time, though Donna's was both louder and accompanied by a statement. "I'll tell you where the wind's blowing right now, mate."

There was a small tremor, not enough to make the family scramble to hold onto their possessions. "The Mountain God marks your words," Lucius informed her. "I'd be careful, if I were you."

"Consuming the vapors, you say?"

Evelina nodded. "They give me strength."

"It doesn't look like it to me." Evelina looked week, even Caroline could see that, and that was saying something in itself.

"Is that your opinion as a doctor?"

The Doctor didn't adjust himself, but it was obvious to Caroline at least, who had a lifetime of reactions no one else was meant to notice, that he was bothered. "I beg your pardon?"

"Doctor. That's your name." She turned her eyes to Caroline. "You, a dweller of water."

"How did you know that?" the Doctor frowned, while Caroline tried to calm her heart.

"And you," now to Donna. "You call yourself Noble." The world around them started to tremor slightly, but no one seemed to give it much care, not that that moment.

"Now then, Evelina. Don't be rude."

The Doctor shook her head. "No, no, no, no. Let her talk."

"You all come from so far away."

"The female soothsayer is inclined to invent all sorts of vagaries," Lucius scoffed.

"Oh, not this time, Lucius," The Doctor looked to him. "No, I reckon you've been out-soothsayed."

Lucius did not miss a beat. "Is that so, man from Gallifrey?"

Now the Doctor did freeze, his reaction obvious. "What?"

"The strangest of images," Lucius continued. "Your home is lost in fire, is it not?"

Donna stepped forward, closer to the Doctor. "Doctor, what are they doing?"

"And you, daughter of London."

"How does he know that?"

"You," he looked at Caroline, "a home lost because of your actions."

"Doctor…" Caroline whispered, stepping even closer.

"This is the gift of Pompeii. Every single oracle tells the truth."

Donna shook her head. "That's impossible."

"Doctor," Lucius drew the Doctor's attention, "she is returning."

"Who is? Who's she?"

"And you, daughter of London." He looked at Donna. "There is something on your back."

"What's that mean?"

Evelina spoke again. "Even the word Doctor is false. Your real name is hidden. It burns in the stars, in the Cascade of Medusa herself. You are a Lord, sir. A Lord of Time." As she finished her statement, Evelina fell to the ground, fainting.

"Evelina!" her mother rushed to her.

Caroline would have gone to help, especially with her recent experience with fainting, but she was too busy trying to calm herself. Oracles were fake, they couldn't exist. They were impossible. Yet…

Alien. It had to be something alien.

"Doctor," Caroline whispered, touching the Doctor's arm and making him turn to look at her. "May I…stay with you?"

He glanced over at Caecilius, who had been going to show him where Evelina breathed in the vapors. "I'm going to be investigating…"

"Please." Caroline managed to smile. "I'm curious."

He grinned, thankfully, and gestured for Caroline to follow them. Donna was busy helping with Evelina and Caroline had considered joining her but…the soothsayers.

Even though she knew she had just traveled back in time in blue box bigger on the inside, the concept of someone being able to see the future didn't seem possible. She wouldn't have bothered to believe them, since they hadn't done anything about what would happen tomorrow and, if they were real, they would have at least known. But, in another way, the reason they wouldn't know was because it was fixed, impossible to change.

She wouldn't have believed them if Lucius and Evelina hadn't known so much about the Doctor, Donna, and her. That made her wonder what was going on, because that was not natural, not possible.

For someone who had managed to avoid the alien encounters on Earth for the past few years, she found herself strangely drawn to keep investigating this one. Like she wanted to prove that she was right, which she was, about the non-existence of soothsayers and oracles.

Caecilius brought them to a sort of grill thing with what looked like fire underneath the grate. The Doctor removed it, wincing at the heat, while Caroline leant over him. "Different sort of hypocaust?"

Caecilius nodded. "Oh, yes. We're very advanced in Pompeii. In Rome, they're still using the old wood-burning furnaces, but we've got hot springs, leading from Vesuvius itself."

Caroline stared down at the grate. "Who thought of that?" she mumbled, but Caecilius heard.

"The soothsayers, after the great earthquake, seventeen years ago. An awful lot of damage. But we rebuilt."

The Doctor glanced at him. "Didn't you think of moving away? Oh no, then again, San Francisco." Caroline nodded.

Caecilius frowned. "That's a new restaurant in Naples, isn't it?"

There was a very loud roar, like some sort of creature was trapped in the rocks. "What's that noise?"

"Don't know." Caecilius shrugged. "Happens all the time. They say the gods of the Underworld are stirring."

"But after the earthquake, let me guess. Is that when the soothsayers started making sense?"

Caecilius nodded. "Oh, yes, very much so. I mean, they'd always been, shall we say, imprecise? But then the soothsayers, the augurs, the haruspex, all of them, they saw the truth again and again. It's quite amazing. They can predict crops and rainfall with absolute precision."

Caroline looked back up at him. It was difficult to stare into the steam for that long, she was shocked Evelina could do it for, what she believed, was long periods of time. "Have they said anything about tomorrow?"

"No." He frowned. "Why, should they? Why do you ask?"

"No, no. No reason. She's just asking. But the soothsayers, they all consume the vapors, yeah?"

"That's how they see."

"Ipso facto." The Doctor bent down to scrape something off the side of the grate.

"Look you."

"They're all consuming this." He held it up, letting it fall from his fingers.

"Dust."

Caroline nodded. "Tiny particles of rock."

He brought a little to his tongue, tasting it. "They're breathing in Vesuvius."

After thanking Caecilius, the Doctor pulled Caroline aside. "You should wait here."

She shook her head. "I want to know what's going on. Even if Pompeii is a fixed point, the fact that they started seeing the truth seventeen years ago means something happened then, right? Something must have changed their environment."

"Are you certain that it's not a coincidence?" the Doctor asked, but he spoke in the way you would if you didn't really believe what you were saying, just trying to get rid of one of the options.

"True coincidences are rare," she shrugged. "I don't believe this is one."

Now the Doctor grinned, turning and letting her walk beside him as they went over to where Quintus was lounging, drinking again.

"Quintus, me old son. This Lucius Petrus Dextrus. Where does he live?"

Quintus shrugged. "It's nothing to do with me."

The Doctor walked forwards. "Let me try again. This Lucius Petrus Dextrus." He produced a coin from behind Quintus's ear, a simple magic trick. The presence of payment grabbed Quintus's attention instantly. "Where does he live?"

Pompeii was quite deserted at night. Quintus led the way, torch in hand, while the Doctor and Caroline followed by walking side by side. They'd told Donna that they were going out, the woman choosing to stay and help Evelina.

Finally, they stopped outside a window. "Don't tell my dad," Quintus told them, gesturing to it.

The Doctor simply took a running jump up to the window and opened the shutters. "Only if you don't tell mine." He climbed inside before turning and holding out a hand to help Caroline. She took off her shoes in order to actually have any grip, and because of that she was a bit too short to actually reach it on her own. Thankfully, with the Doctor's help, she got inside smoothly. Then he leaned back out. "Pass me that torch."

It was quite dark inside, the only other light coming from another hypocaust. The Doctor looked around until he came across a sort of structure covered in a curtain. Quintus had climbed inside the building too and the Doctor handed him the torch in order to pull down the curtain.

It appeared that Lucius had been collecting marble tiles. None of them looked the same as the one that Caecilius had made, but they looked similar enough that Caroline could tell it was meant to be some large circuit.

"The liar," Quintus whispered. "He told my father it was the only one."

The Doctor leaned forwards, snapping on a pair of glasses. "Well, plenty of marble merchants in this town. Tell them all the same thing, get all the components from different places, so no one can see what you're building." Caroline gently ran her finger along one of the circuits.

"Which is what?"

"The future, Doctor," Lucius told them, having emerged from a doorway with guards behind him. "We are building the future, as dictated by the gods."

Somehow, the Doctor managed to convince Lucius to let him rearrange the circuit boards. He was nearly done, Caroline knew it. "Put this one there," he grabbed one from Quintus, who was holding all of the ones he had discarded for a moment. "This one-"

Caroline pointed. "There." She didn't know what had possessed her to point it out, but somehow she'd known it would be right.

The Doctor flashed her a smile as he put it there. "Er, keep that one upside down, and what you got?" They stepped back from the circuits and turned back to Lucius.

"Enlighten me."

"What, the soothsayer doesn't know?"

"The seed may float on the breeze in any direction."

The Doctor shrugged. "Yeah, I knew you were going to say that. But it's an energy converter."

"An energy converter of what?"

"I don't know." He grinned. "Isn't that brilliant? I love not knowing." He glanced at Caroline, who gave him a quick smile. Not knowing wasn't that much fun. She preferred to know and, if she didn't, learn and understand it as quick as she could. "Keeps me on my toes. It must be awful being a prophet, waking up every morning, is it raining? Yes, it is, I said so. Takes all the fun out of life. But who designed this, Lucius, hmm? Who gave you these instructions?"

Lucius was sneering again. "I think you've babbled enough."

"Lucius, really, tell me. Honestly, I'm on your side. I can help."

"You insult the gods. There can be only one sentence. At arms."

The guards drew their swords, making the Doctor jump back to stand next to Caroline. "Oh, morituri te salutant."

"Celtic prayers won't help you now."

"But it was them, sir," Quintus pleaded. "They made me do it. Mr. Dextrus, please don't."

"Come on now, Quintus, dignity in death." The Doctor gave a little nod. "I respect your victory, Lucius. Shake on it?" He held out his hand. "Come on. Dying man's wish?" Lucius didn't move, but the Doctor really didn't need him to. He leapt forward and grabbed at the arm under the cloak, which Caroline had never seen move, and pulled. There was quite a loud cracking sound.

"Argh," Lucius moaned.

The Doctor leapt back holding a stone hand and forearm. "But he's-" Quintus gasped.

"Show me."

Lucius threw back the cloak, revealing the remainder of his right side. It was all turning to stone. "The work of the gods."

"He's stone."

"Armless enough, though. Whoops." He threw the arm back to Lucius, the distraction letting him, Quintus, and Caroline rush for the window. "Quintus!" The boy responded by throwing a torch at one of the guards while the Doctor soniced the circuit boards, making them fall.

"The carvings," Lucius called after them.

The Doctor waited until the three of them were on the street before shouting "run!" and taking off. Finally, they stopped at what looked like a street where merchants stored various things. "No sign of them. Nice little bit of allons-y. I think we're all right." He glanced over at Caroline, watching her with a frown when he noticed how she was clutching her head.

"But his arm, Doctor. Is that what's happening to Evelina?"

There was a loud rumble, but nothing like the earthquakes. "What was that?" Another rumble. Caroline let go of her head with one hand.

"The mountain?"

No, the rumbles seemed to have a pattern, and the mountain didn't have a pattern at all, at least not one Caroline had spotted. "No, it's closer." The ground kept shaking, getting louder and louder, and objects lining the street in front of them began to tumble down. "Footsteps."

"It can't be."

"Footsteps underground."

The Doctor pushed the two of them back, directing them to run, and fast. As they passed, the grates of the hypocausts blew off, the footsteps growing louder and louder.

 **A/N: Adventures in Pompei! Caroline is making some interesting conclusions, that's for certain. And what could Lucius have meant by his prophecy?**

 **I am so immensely thankful to everyone who's read this so far; it means so much to me that people are actually interested in reading about Caroline.**


	5. In Flux

The pounding was continuing by the time they reached Caecilius's home. "Caecilius?" the Doctor shouted as he ran in. "All of you, get out."

"Doctor, what is it?"

He ran to a stop beside Donna, Caroline moving closer. "I think we're being followed." The grill of the hypocaust flew off, something sounding like a roar echoing from inside. "Just get out!"

Caroline was preparing to run but she, like everyone else in that room, was distracted by the fire creature climbing out of the hypocaust. It looked to be made of stone, brimming with magma, like it was a creature of the volcano itself.

"The gods are with us," Evelina said.

Caroline looked down at the fountain. "Water."

The Doctor nodded. "We need water. Quintus. All of you, get water. Donna!"

One of the slave entered the room, staring at the creature that Caroline was fairly certain was an alien. "Blessed are we to see the gods." The fire alien breathed on the man, instantly turning him to ash.

Donna and Quintus ran out to find buckets of water, Caroline hurrying to the doorway in order to grab them when they returned. "Talk to me." The Doctor raised his hands, stepping forward. "That's all I want. Talk to me. Just tell me you are. Don't hurt these people." Caroline glanced back at him when the alien roared. "Talk to me. I'm the Doctor. Just tell me who you are."

Quintus and a slave returned with buckets. Caroline grabbed the one from the slave and, together, she and Quintus grabbed water from the pond in the center of the room and threw it onto the creature. All of the fire went out, making the alien seem to solidify and crumble to the floor. The Doctor walked forward, staring down at the ash, and Caroline came beside him.

"What was it?"

"Carapace of stone, held together by internal magma." He shrugged. "Not too difficult to stop, but I reckon that's just the foot soldier."

"Doctor," Metella said, "or whatever your name is, you bring bad luck on this house."

The Doctor looked vaguely offended. "I thought your son was brilliant. Aren't you going to thank him?" The family embraced each other while the Doctor turned to Caroline. "Still, if there are aliens at work in Pompeii, it's a good thing we stayed." They both frowned, looking around for any sign of Donna. Caroline had just thought she'd been looking for more buckets. "Donna? Donna? Donna!"

But Donna was nowhere to be found.

It was almost comforting to hear Donna shouting at the Sisters of the Sibylline as the Doctor and Caroline entered the temple. He'd tried to convince her to stay with Caecilius and his family, but Caroline had refused. She was not going to be left abandoned on the actual day Pompeii was supposed to be destroyed.

She would much prefer to stay with the time traveling alien, thank you very much.

"Listen, sister, you might have eyes on the back of your hands, but you'll have eyes in the back of your head by the time I've finished with you. Let me go!"

The pair of them rounded a corner just as what appeared to be a head priestess raised a knife above Donna. She looked like she was tied to a stone sacrificial table. "This prattling voice will cease forever."

"Oh, that'll be the day." All of the priestesses spun.

"No man is allowed to enter the Temple of Sibyl." Her eyes were more narrowed at the Doctor then Caroline.

"Well, that's all right. Just us girls. Do you know, I met the Sibyl once." He looked at Caroline like she was supposed to be impressed and not slightly worried about the sacrificial priestesses before them. "Yeah, hell of a woman. Blimey, she could dance the Tarantella. Nice teeth. Truth be told, I think she had a bit of a thing for me. I said it would never last. She said, I know. Well, she would. You all right there?" They'd been walking as he'd spoken, stopping at the end of the table Donna was tied.

"Oh, never better."

"I like the toga."

"Thank you. And the ropes?"

He shrugged. "Yeah, not so much." He used his sonic on them, cutting Donna free and further horrifying the priestesses. Caroline moved to help Donna sit up.

"What magic is this?"

"Let me tell you about the Sibyl, the founder of this religion. She would be ashamed of you. All her wisdom and insight turned sour. Is that how you spread the word, hey? On the blade of a knife?"

The priestess raised the knife again. "Yes, a knife that now welcomes you."

"Show me this man." The new voice was almost gravely, like stone was speaking.

All of the priestesses turned to her, the majority of them falling to their knees. "High Priestess, the stranger would defile us."

"Let me see. This one is different. He carries starlight in his wake and she the weight of moons."

The Doctor, Caroline, and Donna all looked at each other, frowning, before the Doctor stepped closer to where the voice was coming from, a space behind a curtain. "Oh, very perceptive. Where do these words of wisdom come from?"

"The gods whisper to me."

"They've done far more than that. Might I beg audience? Look upon the High Priestess?"

Two of the other priestesses drew apart the veil to reveal that the High Priestess was living stone, her entire body turned like Lucius's arm.

"Oh, my God," Donna whispered. "What's happened to you?"

"The heavens have blessed me."

The Doctor stepped forwards, holding out a hand. "If I might?" She held out a hand and he rushed forward, taking it gently. "Does it hurt?"

"It is necessary."

"Who told you that?"

"The voices."

Donna looked around at the other women. "Is that what's going to happen to Evelina? Is this what's going to happen to all of you?"

The one who'd been holding the knife stepped forward, pulling up her sleeve to reveal that her arm had also been turned to stone. "The blessings are manifold."

Caroline looked to the Doctor. "They're stone."

"Exactly," he nodded. "The people of Pompeii are turning to stone before the volcano erupts. But why?" he walked back towards where the two of them were standing.

"This word, this image in your mind. This volcano. What is that?"

"More to the point, why don't you know about it? Who are you?"

"High Priestess of the Sibylline."

He shook his head. "No, no, no, no. I'm talking to the creature inside you. The thing that's seeding itself into a human body, in the dust, in the lungs, taking over the flesh and turning it into, what?"

"Your knowledge is impossible."

"Oh, but you can read my mind. You know it's not. I demand you tell me who you are."

The High Priestess spoke, but this time it was with two voices that merged into one far deeper than her original. "We are awakening."

"The voice of the gods."

The other priestesses began rocking on the ground, repeating themselves. "Words of wisdom, words of power. Words of wisdom, words of power. Words of wisdom-"

"Name yourself," the Doctor addressed the High Priestess. "Planet of origin. Galactic coordinates. Species designation according to the universal ratification of the Shadow Proclamation."

"We are rising!" the High Priestess cried, the voice almost becoming the roar the other alien had done.

"Tell me your name!"

"Pyrovile!"

The other sisters took that up as their chant. "Pyrovile. Pyrovile. Pyrovile."

Donna and Caroline looked at each other. "What's a Pyrovile?"

"Well, that's a Pyrovile, growing inside her. She's a halfway stage."

"What, and that turns into?"

"That thing in the villa. That was an adult Pyrovile."

"And the breath of a Pyrovile will incinerate you, Doctor."

The Doctor however, pulled what was very clearly a yellow plastic water pistol from his pocket. "I warn you, I'm armed. Donna, Caroline, get that grill open." He nodded towards one on the side.

Donna frowned. "What for?"

"Just." They went over to do so while he fixed the High Priestess with the weapon. "What are the Pyrovile doing here?"

"We fell from the heavens. We fell so far and so fast, we were rendered into dust."

"Right," he nodded, "creatures of stone shattered on impact. When was that, seventeen years ago?"

"We have slept beneath for thousands of years."

"Okay, so seventeen years ago woke you up, and now you're using human bodies to reconstitute yourselves. But why the psychic powers?"

"We opened their minds and found such gifts."

"Okay, that's fine. So you force yourself inside a human brain, use the latent psychic talent to bond." Caroline glanced over at him. He could talk quite fast occasionally. "I get that, I get that, yeah. But seeing the future? That is way beyond psychic. You can see through time. Where does the gift of prophecy come from?"

The Pyrovile roared as Donna and Caroline managed to pull the grill up. "Got it."

"Now get down."

"What, down there?"

"Yes, down there. Why can't this lot predict a volcano? Why is it being hidden?"

"Sisters," the one who was not yet chanting stepped forwards, "I see into his mind. The weapon is harmless."

"Yeah," he shrugged, "but it's got to sting." As Donna and Caroline climbed into the grill, Caroline first, the Doctor ran after them. "Get down there!"

Inside the hypocaust appeared to be a very hot tunnel. Immediately the three of them began to sweat.

"You fought her off with a water pistol," Donna laughed. "I bloody love you."

"This way." The Doctor leaned against one of the rocks, looking down the path.

Caroline frowned. "Where are we going now?"

"Into the volcano."

"No way."

"Yes, way. Appian way." They set off down the tunnels towards what Caroline hoped was actually the volcano.

Donna ended up at the back of their small group. "But if it's aliens setting off the volcano, doesn't that make it all right for you to stop it?"

He shook his head. "Still part of history."

"But I'm history to you. You saved me in 2008. You saved us all. Why is that different?"

Caroline watched the Doctor as he answered. He'd said Pompeii was fixed, that made sense. And it made sense that there would be some things a time traveler could alter and some things he couldn't, otherwise time travel would be impossible.

"Some things are fixed, some things are in flux. Pompeii is fixed."

"How do you know which is which?"

He stopped and turned to them. Caroline noticed that he was looking at her, and she had the strong impression he was going to ask her why she wasn't as insistent as Donna. "Because that's how I see the universe. Every waking second, I can see what is, what was, what could be, what must not. That's the burden of a Time Lord, Donna. And I'm the only one left." He started walking again.

"How many people died?"

"Stop it."

"Doctor," now he did pause, "how many people died?"

"Twenty thousand."

"Is that what you can see, Doctor? All twenty thousand? And you think that's all right, do you?"

Something roared in the distance, back where they'd walked. "They know we're here. Come on."

They tried to hurry, but it was quite difficult as the tunnel grew smaller. Caroline did managed to stay behind the Doctor. "I'm sorry."

He glanced back. "What?"

"I'm sorry that you're the last one. And I'm sorry that you see the universe like that."

He didn't say anything, only kept walking. Caroline swallowed hard. She was trying to breathe in as little of the dust as she could, but it was getting quite difficult after all the running she'd been subjected to that day.

Eventually, they arrived in an extremely large cavern filled with various Pyroviles. It looked to almost be some sort of structure, like the Pyroviles had built something deep inside the volcano.

"It's the heart of Vesuvius. We're right inside the mountain."

"There's tons of them."

He frowned. "What's that thing?" From another one of his pockets he pulled out a monocular to study some red-hot looking rock near the middle of the cavern.

They could still hear the Pyrovile following them. "Oh, you better hurry up and think of something. Rocky fall's on its way."

"That's how they arrived. Or what's left of it. Escape pod? Prison ship? Gene bank?"

Caroline frowned, pulling her hair off her neck. "But why do they need a volcano?"

Donna shrugged. "Maybe it erupts, and they launch themselves back into space or something?"

"Oh, it's worse than that."

"How could it be worse?" the Pyrovile following them roared again. "Doctor, it's getting closer."

At the other side of the cavern, Lucius had arrived, still missing the arm the Doctor had taken off. "Heathens defile us. They would desecrate your temple, my lord gods."

"Come on." The Doctor leapt up from where they'd been huddled.

"We can't go in."

"Well, we can't go back."

"Crush them," Lucius continued. "Burn them."

A Pyrovile stood up in front of them, but the Doctor somehow managed to extinguish it with just his water pistol. Thankfully, that cleared the way to that pod, which the Doctor decided was the safest place to go.

"There is nowhere to run, Doctor, dweller of water, and daughter of London."

"Now then, Lucius," the Doctor called. "My lords Pyrovillian, don't get yourselves in a lather. In a lava?" he looked at Donna and Caroline for a reaction to his pun. "No? No. But if I might beg the wisdom of the gods before we perish. Once this new race of creatures is complete, then what?"

"My masters will follow the example of Rome itself. An almighty empire, bestriding the whole of civilization."

"But if you've crashed, and you've got all this technology, why don't you just go home?"

"The Heaven of Pyrovillia is gone."

Caroline shook her head. "Where's it gone?"

"It was taken," Lucius continued. "Pyrovillia is lost. But there is heat enough in this world for a new species to rise."

"Yeah, I should warn you," the Doctor shrugged, "it's seventy percent water out there."

"Water can boil. And everything will burn, Doctor."

"Then the whole planet is at stake. Thank you." He nodded. "That's all I needed to know. Donna. Caroline." They ducked into the pod, which was filled with various circuit boards. The Doctor hurried to close the doors with his sonic, locking them in.

It was quite small inside, barely enough space for three people. "Could we be any more trapped?" There was a roar from outside, and Caroline was fairly certain that the Pyroviles began to breathe fire onto them, since the temperature rose sharply. "Little bit hot."

"See?" The Doctor pointed at something. "The energy converter takes the lava, uses the power to create a fusion matrix, which welds Pyrovile to human. Now it's complete, they can convert millions."

"But can't you change it with these controls?"

He nodded. "Of course I can, but don't you see? That's why the soothsayers can't see the volcano. There is no volcano. Vesuvius is never going to erupt. The Pyrovile are stealing all its power. They're going to use it to take over the world."

"But you can change it back?"

The Doctor gestured to the circuits. "I can invert the system, set off the volcano, and blow them up, yes. But, that's the choice, Donna, Caroline. It's Pompeii or the world." He looked to them.

"Oh my God."

"If Pompeii is destroyed then it's not just history, it's me. I make it happen." He began to reset a few controls.

"Doctor, the Pyrovile are made of rocks. Maybe they can't be blown up."

Caroline shook her head. "Vesuvius explodes with the force of twenty four nuclear bombs."

"Nothing can survive it. Certainly not us."

Donna shook her head. "Never mind us." Caroline nodded as well. It was terrifying, horrifying, to think that she would be partially responsible for destroying the city and thus killing herself, but she much preferred saving the lives of everyone else in the future. And she could not forget, this was the history she'd always known. That Pompeii was destroyed.

The Doctor looked down at the controls, resting his hands on it. "Push this lever and it's over. Twenty thousand people."

Caroline placed her hands over his, breathing deeply. Donna was next, the three of them unified in what they would need to do. Together, they pushed.

The ground shook as the pod was thrown around, tossed through the skies as the volcano erupted. The three of them prepared themselves for the eventual impact, their destruction.

And then, it stopped.

The Doctor opened the door and they climbed out, shocked. "It was an escape pod." They'd landed on the mountain, but were forced to run almost instantly as an avalanche of ash rolled down towards them. The clouds blocked out the sun.

They managed to get to the center of the city just as ash began to fall.

"Don't!" Donna cried to the people running around them, trying to get to safety. "Don't go to the beach. Don't go to the beach, go to the hills. Listen to me. Don't go to the beach, it's not safe. Listen to me." They passed a little boy that was crying, and Donna stopped for a moment to lift him. "Come here."

However, he was snatched away instantly by a woman who must have been his mother. "Give him to me."

Donna had begun crying now, and Caroline, despite her belief that Pompeii had needed to occur, felt her own tears brimming. "Come on," the Doctor grabbed Donna's hand, pulling her through the streets. Caroline had no choice but to follow as they made their way to Caecilius's villa and the TARDIS.

Caecilius's family was huddled together against a wall when they entered. "Gods save us, Doctor."

The Doctor did pause to look at them for a second before turning back to the TARDIS. "No!" Donna shouted after him, Caroline caught in between. "Doctor, you can't. Doctor!"

But he wasn't listening. Caroline and Donna ran to the TARDIS, Caroline having started to move almost immediately after stopping, as he began to pilot them away.

"You can't just leave them!"

He didn't look at them. "Don't you think I've done enough? History's back in place and everyone dies."

"You've got to go back. Doctor, I am telling you, take this thing back." The TARDIS shook. "It's not fair."

"No, it's not."

"But your own planet. It burned."

He stopped working, looking up at them. "That's just it. Don't you see, Donna? Can't you understand? If I could go back and save them, then I would. But I can't. I can never go back. I can't. I just can't, I can't."

"Just someone," Donna begged. "Please. Not the whole town. Just save someone."

The Doctor looked down, fighting himself. Caroline didn't know what to think. Pompeii was fixed, everyone died, she knew that. The city was destroyed, the people killed. It was a fixed point and, from what Caroline understood, that meant nothing could be changed.

But some people had survived Pompeii. Not many, but some.

"Some survived," she whispered, and Donna and the Doctor looked to her. "Some citizens of Pompeii survived, didn't they? The eruption itself may have been a fixed point but all of their deaths…"

|C-S|

The gathered crowd of seven watched as Pompeii was destroyed. The Doctor had gone back and saved Caecilius and his family, making Donna cry in relief. And now, now they were watching everyone they'd ever known burn.

"It's never forgotten, Caecilius," the Doctor said. "Oh, time will pass, men'll move on, and stories will fade. But one day, Pompeii will be found again. In thousands of years. And everyone will remember you."

Donna looked to Evelina. "What about you, Evelina? Can you see anything?"

She shook her head. "The visions have gone."

The Doctor nodded. "The explosion was so powerful it cracked open a rift in time, just for a second. That's what gave you the gift of prophecy. It echoed back into the Pyrovillian alternative. But not anymore. You're free."

"But tell me," Metella stepped forward. "Who are you, Doctor? With your words, and your temple containing such size within?"

"Oh, I was never here. Don't tell anyone."

"The great god Vulcan must be enraged. It's so volcanic. It's like some sort of…volcano." The three future travelers smiled, briefly, as they walked backwards. A new word for the Romans. "All those people."

The three slipped back into the TARDIS, leaving the family to live their new lives after the destruction, comforting each other after everything.

"Thank you," Donna said, leaning against the controls of the TARDIS.

"Yeah," he nodded. "You were right. Sometimes I need someone. Welcome aboard."

Donna laughed. "Yeah."

The Doctor then turned to Caroline, who had been leaning against a railing and struggling not to cough. "Are you alright?"

She nodded. "Bit of dust."

Later in what Caroline guessed was a day, she still wasn't exactly certain on how time worked inside the TARDIS, they were back in the main control room. Both she and Donna had taken a shower and gotten changed. Donna had gone to set up her things in the rooms the TARDIS had given her, but Caroline could guess that the Doctor wanted to talk about a few things with her.

It was true. Once she'd entered, the Doctor had stopped walking, turning to her. "Why?" She leaned against the console. "Why were you not like Donna?"

"Pompeii was fixed. It was going to happen whatever we did."

"But the Pyroviles wanted to change it."

Caroline nodded. "We didn't know that until the very end. Until then, the only option was to try and keep history on track. Because, like you said, it was fixed." She paused. "Is what you said true? That you see the universe in the form of what's fixed and what's in flux?"

"Yes."

She walked around the console a little. "Changing what happened in Pompeii would have thousands of ripple effects on the universe."

He frowned. "How do you know that?"

She shrugged. "It makes sense. Pompeii was fixed, the eruption had to occur. What we did preserved the lives of everyone on Earth."

The Doctor looked down for a moment. "Would you like to travel to the future? A different planet?" he chuckled when he glanced up to see her eyes wide.

Caroline Attwater was a strange companion, the Doctor knew that for certain. It was strange enough that he'd managed to run into her as many times as he had, but the same thing had happened with Donna, after all. But Donna was loud and talkative. Caroline was almost silent but, when she did speak, it was to ask a question or make a comment he himself had almost said.

And she understood fixed events. She understood that changing something in her relative past would have effects that altered her way of life, even before they'd realized aliens were at work in Pompeii. She understood time, and this was only her first adventure.

He'd been planning on returning her to Earth after their first trip, but now he found himself not wanting too. One more journey couldn't hurt, he could show her something in her future and see how she reacted to that. And then he would return her to Earth.

Or, maybe, just maybe, he would ask if she wanted to travel with him and Donna. Because Caroline was…interesting. She was brave and curious and clever. Though he would have to work on her inability to talk when others were around.

 **A/N: Caroline is certainly noticing quite a few things and making some intelligent conclusions...I wonder what it could all mean.**

 **Thank you so much to everyone who's read this story so far; it means so much to me that you're actually interested in reading about Caroline, so thank you! :)**


	6. Snow Song

**Snow Song**

Donna was perfectly happy to learn that Caroline was going to be staying for one more adventure. She'd taken her to find a more suitable pair of shoes just in case the Doctor had them running about again. It appeared like she was now wearing an old pair of the Doctor's own shoes, though they were noticeably smaller. He had grinned when he'd spotted them.

Now, however, they were being thrown about the TARDIS as it flew, laughing all the while. Finally, the Doctor stopped it, brushing his hands off. "Set the controls to random. Mystery tour. Outside that door could be any planet, anywhere, anywhen in the whole wide u- Are you all right?" he frowned at Donna, who was looking back and forth from the door. Caroline, on the other hand, was itching to go outside.

Before, she'd never cared about aliens. Well, being someone interested in science meant she had to care about the prospect of aliens, but she'd never considered actually visiting an alien planet. Yet here she was, about to step foot onto one.

She'd never been that confident of a person, never outgoing, but at that moment she was a few seconds away from just pulling Donna and the Doctor out herself.

"Terrified," Donna nodded. "I mean, history's one thing but an alien planet?"

He chuckled. "I could always take you home."

"Yeah, don't laugh at me."

"I know what it's like. Everything you're feeling right now. The fear, the joy, the wonder? I get that."

Donna's eyes widened. "Seriously? After all this time?"

"Yeah." He nodded. "Why do you think I keep going?"

Donna laughed. "Oh. All right then, you and me both. This is barmy. I was born in Chiswick. I've only ever had package holidays. Now I'm here. This is so. I mean it's. I don't know, it's all sort of. I don't even know what the word is." She turned and ran past Caroline, pulling open the door and rushing onto the planet surface…before promptly stopping. Caroline nearly ran straight into her. "Oh, I've got the word. Freezing."

The planet appeared to be covered completely in snow and ice. It was quite stunning. Across the rocks where they were she could see a planet that looked like Saturn in the sky, all big and ringed. But it was quite cold none the less. Caroline had at least changed into a random sweater she'd found, but Donna had gone for a tank top.

"Snow!" the Doctor cheered, stepping out of the TARDIS himself. "Oh, real snow. Proper snow at last. That's more like it. Lovely. What do you think?"

"Bit cold."

"Look at that view."

"Yep. Beautiful, cold view."

"Millions of planets, millions of galaxies, and we're on this one. Molto bene. Bellissimo, says Donna, born in Chiswick. Mind you, Caroline, where were you born?"

She had come up beside him, surprisingly not bothered by the cold. She felt the cold, there was no doubt about that, she'd always felt the cold. It was just…after experiencing the volcano and heat of Pompeii, she supposed the cold was refreshing. "Bath."

"Good to know." He looked back at the view. "All you've got is a life of work and sleep, and telly and rent and tax and takeaway dinners, all birthdays and Christmases and two weeks holiday a year, and then you end up here. Donna Noble, Caroline Attwater, citizens of the Earth, standing on a different planet. How about that?" He turned back around, Caroline did as well, only to find Donna missing. "Donna?"

She emerged a second later from the TARDIS dressed in a rather large fur coat equipped with a hood. "Sorry, you were saying?"

"Better?"

"Lovely, thanks."

"Comfy?"

"Yep."

Caroline laughed. "Can you hear anything inside of that?"

"Pardon?" Donna leaned forward like she actually couldn't hear them, but her grin told them otherwise.

"All right, I was saying, citizens of the Earth…"

He was interrupted by a very impressive rocket gliding above them, clearly some sort of alien technology. "Rocket. Blimey, a real proper rocket. Now that's what I call a spaceship. You've got a box, he's got a Ferrari. Come on, let's go see where he's going." Donna began to walk off in the direction of the rocket.

"Does his travel in time as well?" Caroline asked him.

That served to make the Doctor laugh. He held out his hand and, when she briefly frowned at it, he grabbed hers and pulled so that they caught up with Donna as she reached the rock bridge.

They were just at the end of the bridge when the Doctor stopped. "Hold on, can you hear that?" it was soft, almost imperceivable, but Caroline swore she could. "Donna, take your hood down."

"What?"

"That noise is like a song." He looked around, hunting for any source.

Caroline pointed at something in the snow. "There."

They rushed over to find some sort of creature, an alien, dressed in a suit with tentacles from its head where their mouths were. "What is it?" Donna asked as the Doctor went to the creature's side.

"An Ood. He's called an Ood."

"But it's face."

"Donna, don't. Not now. It's a he, not an it. Give me a hand."

"Sorry." Donna and Caroline knelt so that they were closer to the Ood, the Doctor busy trying to use a stethoscope to look for the heart.

"I don't know where the heart is. I don't know if he's got a heart. Talk to him, keep him going." The statement was more directed towards Donna, as the Doctor had seemed to very quickly grasp that Caroline had limits about when she could talk.

Donna leaned a little closer to the Ood. "It's all right, we've got you. Er, what's your name?"

There was a small orb in the Ood's hand and, when he spoke, it lit up along with the words. "Designated Ood Delta 50."

Donna lifted the orb, speaking into it. "My name's Donna."

The Doctor touched her arm. "No. No, no, no. You don't need to."

"Sorry. Oh, God. This is Caroline, and that's the Doctor. Just what you need, a doctor. Couldn't be better, hey?"

The Doctor frowned when he found a wound. "You've been shot."

"The circle," Delta 50 sounded weak.

"No, don't try to talk."

"The circle must be broken."

"Circle? What do you mean? Delta 50, what circle? Delta 50? What circle?"

Suddenly, Delta 50 sat up, pale eyes red and roaring. He remained like that for a second before exhaling and falling back, dead.

"He's gone." Donna stepped forward.

"Careful."

Donna bent down and brushed a bit of snow off Delta 50's face. "There you are, sweetheart. We were too late. What do we do, do we bury him?"

"The snow'll take care of that."

Caroline looked up at him. "Who was he? What's an Ood?"

"They're servants of humans in the forty second century. Mildly telepathic. That was the song. It was his mind calling out." Caroline nodded. Some species had to be telepathic, at least in some form. It made sense in the universe.

"I couldn't hear anything." Donna looked down at the Ood, seeming to not want to leave it alone. "He sang as he was dying."

"His eyes turned red."

Donna frowned, standing. "What's that mean?"

"Trouble." He stepped back. "Come on." They began to walk through the snow again. "The Ood are harmless," the Doctor explained, standing between Caroline and Donna. "They're completely benign. Except, the last time I met them, there was this force, like a stronger mind, powerful enough to take them over."

"What sort of force?" Donna and Caroline did seem to bounce off each other well, a sort of balance. Donna would talk and fight. Caroline would ask questions and listen. True, Donna did seem a bit apprehensive with her, especially after Pompeii, but she had explained a bit of it when Donna had taken her to find a pair of new shoes.

The Doctor shrugged. "Oh, long story."

"Long walk."

He chuckled. "It was the Devil."

Donna scoffed. "If you're going to take the mickey, I'll just put my hood back up."

"Must be something different this time, though. Something closer to home. Ah ha! Civilization." They'd rounded a hill to find what looked like a futuristic compound or base.

|C-S|

Apparently, the Doctor had some sort of technology known as 'psychic paper' which showed anything he wanted it to show. It came in quite useful, especially when they were trying to sneak past security. It was apparently how he'd gotten into Adipose, while Donna had used a more traditional method.

Caroline had been a bit surprised when it turned out everyone on the base looked human, but the Doctor explained it as some sort of base genetic code coming to the surface almost constantly. Humans didn't tend to evolve, though their technology would make leaps and bounds.

"Ladies and gentlemen," a woman was greeting the crowd of people they'd followed in, "welcome to the Ood Sphere. And isn't it bracing? Here are your information packs, with vouchers, 3D tickets and a map of the complex. My name's Solana, Head of Marketing. I'm sure we've all spoken on the vidfone. Now, if you'd like to follow me.

"Sorry, sorry, sorry," the Doctor called as they finally merged with the group. "Late. Don't mind us. Hello. The guards let us through."

The woman had a practiced smile that Caroline recognized from her time at various companies. "And you would be?"

He leaned forward with a little bow. "The Doctor, Donna Noble, and Caroline Attwater."

"Representing the Noble Corporation PLC Limited, Intergalactic," Donna added.

Solana didn't seem bothered. "Must have fallen off my list. My apologies. Won't happen again. Now then, Ms. Attwatter, Dr. Noble, Mrs. Noble, if you'd like to come with me."

Both the Doctor and Donna looked slightly horrified, but Caroline chuckled. "Oh, no, no, no, no. We're not married."

"We're so not married."

"Never."

"Never ever."

"Of course." Solana nodded. "And here are your information packs, vouchers inside." She handed the Doctor a packet, Caroline leaning over to read it. "Now if you'd like to come with me, the Executive Suites are nice and warm…"

They were interrupted by an alarm blaring.

"Oh, what's that? That sounds like an alarm."

Solana just smiled. "Oh, it's just a siren for the end of the work shift. Now then, this way, quick as you can." She gestured the small group into the building, bringing them through the suites to the presentation room.

There were three Ood were standing on small display pedestals, while others were serving rounds of drinks. Solana had been explaining the Oods the entire time they'd been walking, and that moment was no different. "As you can see, the Ood are happy to serve, and we keep them in facilities of the highest standard. Here at the Double O, that's Ood Operations, we like to think of the Ood as our trusted friends. We keep the Ood healthy, safe, and educated. We don't just breed the Ood. We make them better. Because at heart, what is an Ood, but a reflection of us? If your Ood is happy, then you'll be happy, too."

The other buyers applauded her, but the Doctor, Donna, and Caroline only frowned. She didn't want to make any assumptions about Ood and how other alien races functioned, but she couldn't quite understand why an entire alien race would be perfectly fine with being used as slave labor.

And when Caroline didn't understand something, she tried to understand as quickly as possible. The only problem was that she didn't quite know how one would go about trying to understand a new alien race.

"I'd now like to point out a new innovation from Ood Operations," Solana continued, stepping towards one of the three Oods on a pedestal. "We've introduced a variety package with the Ood translator ball. You can now have the standard setting. How are you today, Ood?"

The first Ood responded. "I'm perfectly well, thank you."

"Or perhaps after a stressful day, a little something for the gentlemen. And how are you, Ood?" she'd moved onto the second.

"All the better for seeing you," it had a far more sensual, feminine voice.

"And the comedy classic option," to the final one. "Ood, you dropped something."

"D'oh." A surprisingly good imitation of Homer Simpson. Again, the other buyers laughed.

Solana turned to the buyers. "All that for only five additional credits. The details are in your brochures. Now, there's plenty more food and drink, so don't hold back." She left the room.

The Doctor checked the other buyers as Donna went to get a drink before going over to the lectern Solana had been standing at. He flicked on his glasses and began to work on displaying their location in the galaxy. He didn't look surprised when Caroline joined him, coming to stand next to him and study what the computer displayed as Donna rejoined them.

"The Ood Sphere," the Doctor informed them, "I've been to this solar system before. Years ago. Ages. Close to the planet Sense Sphere. Let's widen out." He messed with a few more controls before smiling at the projection. "The year 4126. That is the Second Great and Bountiful Human Empire."

Both Donna and Caroline's eyes widened. "4126?" Caroline breathed.

"It's 4126. I'm in 4126."

He chuckled. "It's good, isn't it?"

Caroline frowned. "What's the Earth like now?"

He shrugged. "Bit full. But you see," he leaned forwards, pointing at the projection of red lines circled three different galaxies, "the Empire stretches out across three galaxies."

Donna shook her head. "It's weird. I mean, it's brilliant, but…back home, the papers and the telly, they keep saying we haven't got long to live. Global warming, flooding, all the bees disappearing."

"Yeah." The Doctor nodded. "That thing about the bees is odd." Caroline had meant to look into it after everything that had happened on Adipose, but she hadn't had a chance now that she'd traveled through the universe. She had been a bit distracted by various alien threats, after all.

"But look at us." Donna glanced at Caroline. "We're everywhere. Is that good or bad, though? I mean, are we like explorers? Or more like a virus?"

The Doctor shook his head. "Sometimes I wonder."

Caroline pointed. "What are the red dots?"

"Ood distribution centers."

"Across three galaxies? Don't the Ood get a say in this?" Donna turned and walked over to a nearby Ood, Caroline actually following a few steps behind this time. There weren't any fixed points at stake right then, after all. "Er, sorry, but-" Donna touched the Ood's arm and he turned to look at her. "Hello. Tell me, are you all like this?"

"I do not understand, Miss," the Ood responded quite politely.

Donna's eyes widened. "Why do you say Miss? Do I look single?" she looked back at the Doctor and Caroline.

"Back to the point." The Doctor gave a little wave of his hand.

"Yeah. What I mean is, are there any free Ood? Are there Ood running wild somewhere, like wildebeest."

"All Ood are born to serve. Otherwise, we would die."

Donna frowned. "But you can't have started like that. Before the humans," the Ood jerked his head, like a twitch, "what were you like?"

"The circle."

The Doctor leaned forward. "What do you mean? What circle?"

"The circle. The circle is…"

"Ladies and gentlemen," Solana called, having returned to the room. "All Ood to hospitality stations, please."

All of the Ood walked away, leaving the trio on their own. The Doctor pulled off his specs, as Caroline supposed they were better called, and pulled a map of the complex from his pocket. "I've had enough of the schmoozing. Do you fancy going off the beaten track?"

"Rough guide to the Ood Sphere? Works for me."

Caroline nodded and the Doctor grinned. "Yeah."

|C-S|

They were wandering through the complex, surprisingly unopposed, until they came to a locked gate. The Doctor unlocked it with his sonic as a computer system began to speak, informing them that customers probably weren't supposed to be there. "Ood shift eight now commencing. Repeat. Ood shift eight now commencing."

They went up a few steps to a sort of metal walkway where they could look down and see a crowd of Ood being marched around in the courtyard. One of them tripped, falling, and a guard walked up to it. "Get up. I said get up." He cracked a whip.

Donna gasped. "Servants? They're slaves."

"Get up!" the guard ordered, whipping the Ood again. "March."

"Last time I met the Ood, I never thought. I never asked." Caroline looked at the Doctor in surprise. From what she understood, he was very big on saving people, no matter who they were. Leaving people at Pompeii had been difficult for him, the only way he'd dealt with it was reminding himself it was fixed. But the thought of him coming across the Ood, the aliens no doubt in a similar state to how they were then, and him not doing anything…something else must have been happening.

Well, he had said he'd meet the devil. Perhaps that had something to do with it.

"That's not like you."

"I was busy. So busy I couldn't save them. I had to let the Ood die." He breathed deeply. "I reckon I owe them one."

Donna nodded at somebody. "That looks like the boss."

They looked down to see a man in a black suit walking across the compound, an Ood and a man in a lab coat trailing behind him.

"Let's keep out of his way." The Doctor stepped back, Donna and Caroline following behind. "Come on."

They went down into the open area, avoiding any sign of official workers. The Doctor held the map of the complex out, focused on that, while Donna favored the less regulated route of just looking around. Caroline was doing some combination, looking at the map and the area around them.

They were both stopped when there was a whistle, spinning to just see Donna smirking.

"Where'd you learn to whistle?" the Doctor asked, looking slightly offended.

"West Ham, every Saturday." She gestured to the door she'd stopped in front of.

The Doctor used his sonic on it, sliding it open. It appeared to lead to some sort of warehouse filled with shipping containers. Once large metal claw moved along a track, lifting and moving the containers.

"Ood export. You see?" he pointed at the claw. "Lifts up the containers, takes them to the rocket sheds, ready to be flown out all over the three galaxies."

Donna's eyes widened. "What, you mean, these containers are full of-"

"What do you think?" He went over to the nearest container and pulled it open. The three of them stood there, staring, as they saw the number of Ood stationed within. It was dark inside, making Caroline cringe, but the Ood looked motionless.

"Oh, it stinks." Donna moved to cover her nose, and Caroline registered that it did actually stink. "How many of them do you think there are in each one?"

"Hundred? More?"

Donna and Caroline shook their heads. "A great big empire built on slavery."

The Doctor glanced down at them. "It's not so different from your time."

"Oi, we haven't got slaves."

He shrugged. "Who do you think made your clothes?"

"Is that why you travel round with a human at your side? It's not so you can show them the wonders of the universe, it's so you can take cheap shots?"

"Sorry."

"Don't, Spaceman." She looked towards Caroline by her side, who was just staring at the Ood in quite obvious horror, before looking back at the Ood. "I don't understand, the door is open, why don't you just run away?"

"For what reason?" one of the Ood replied.

"You could be free," Caroline whispered.

"I do not understand the concept."

"What is it with that Persil ball?" Donna pointed to it. "I mean, they're not born with it, are they? Why do they have to be all plugged in?"

The Doctor leaned forward. "Ood, tell me. Does the circle mean anything to you?"

They all stepped back slightly when the entire container of Ood spoke at once. "The circle must be broken."

"Oh, that is creepy."

"But what is it?" the Doctor tried again. "What is the circle?"

"The circle must be broken," the repeated, still in unison.

"Why?"

"So that we can sing."

Again, an alarm sounded, interrupting their conversation. "Oh, that's us. Come on." The Doctor turned and started running through the maze of shipping containers. Caroline managed to get behind Donna that time and nearly ran into her when she stopped in front of a door.

"Doctor, there's a door."

They were prevented from going through it by guards approaching, pointing their guns at the pair of them. "Don't move!"

They were grabbed by a few of them and shoved into one of the shipping containers. "Keep them in there for now," one of the guards grunted.

"Get off me. Get off me!"

However, her shouts were for naught, as the door was locked. Caroline probably would have been fine anywhere else, but not inside a dark shipping container that was partially filled with Ood. It wasn't super dark, that was true, but there was enough that she pressed herself against the door, shaking.

Donna, on the other hand, looked towards the Ood. "Can you help us?" The Ood raised their heads, revealing the red eyes Delta 50 had right before he died. "Oh, no, you don't." Donna stood. "What have I done? I'm not one of that lot. I'm on your side. Stay where you are. That's an order. I said, stay. Doctor? Doctor!" Donna was pressed against the door, Caroline by her legs. "Doctor, get us out!" The Ood kept walking forwards. "Doctor, get us out of here."

The door Donna was against opened, making Caroline fall had she not been clutching the side of the container. "Doctor," Donna cried, running out. Caroline was a bit more apprehensive, clutching herself, as she climbed backwards out of the container.

"There we go, safe and sound."

Donna shook her head. "Never mind about me."

Caroline pointed, still backing up. "What about them?"

One of the Ood killed the guard standing by the door using its translation ball, somehow electrocuting it.

"Red alert," the head guard called. "Fire!"

As the guards began to fire, the Doctor, Donna, Caroline, and Solana ran from the building, stopping by a pile of drums. "If people back on Earth knew what was going on here."

"Oh, don't be so stupid," Solana scoffed. "Of course they know."

"They know how you treat the Ood?"

She shrugged. "They don't ask. Same thing."

"Solana, the Ood aren't born like this. They can't be. A species born to serve could never evolve in the first place. What does the company do to make them obey?" Caroline nodded along with the Doctor. She was feeling much better now that they were actually outside, though she was starting to get a bit cold.

"That's nothing to do with me."

"Oh, what, because you don't ask?"

She shook her head. "That's Dr. Ryder's territory."

"Where's he? What part of the complex?" he pulled out the map. "I could help with the red eye. Now show me."

"There." Solana pointed. "Beyond the red section."

"Come with me. You've seen the warehouse. You can't agree with all this. You know this place better than me. You could help."

She looked for a moment like she was going to come along. "They're over here!" The trio turned and started running again. "Guards! They're over here."

 **A/N: Caroline's opening up a bit more, and clearly the Doctor's enjoying having her by his side. I wonder what will happen with that in the future...**


	7. Three Brains

**Three Brains**

They ran around the base, running back each time they saw a group of guards. "This way," the Doctor told them, pulling on Caroline's hand until they reached a door. "Oh, can you hear it?" The Ood song must be back. "I didn't need the map. I should have listened." He soniced the lock on the door and, once they'd closed it behind them, soniced it again until it sparked.

"Hold on. Does that mean we're locked in?"

"Listen. Listen, listen, listen, listen." He held up a torch and began to lead them into the darkness, something Caroline was not happy with. She rushed forward so that she could stay as close to the light as possible as they went down a few steps. He grimaced. "Oh, my head."

"What is it?"

"Can't you hear it? The singing?" he shined his light into a cage that contained a small crowd of Ood huddled together. He pulled a switch so that they could see the Ood clearer, but the Ood only shifted away.

"They look different to the others." All of the Ood seemed to be holding something, clutching it.

"That's because they're natural born Ood, unprocessed, before they're adapted to slavery. Unspoilt. That's their song."

They all squat in front of the cage. "I can't hear it." Donna shook her head. Caroline said nothing. It was strange. She could hear it, faintly, like it was pulling at her brain. The song would fade away sometimes, but then it would come back, just faint and quiet in the back of her head.

The Doctor turned to her. Caroline knew he would likely ask why she hadn't spoken, why she was only looking towards the Ood with a blank face, but at that moment he was turned to Donna. "Do you want to?"

"Yeah."

"It's the song of captivity."

"Let me hear it."

"Face me." Donna turned so that she was facing him. Carefully, the Doctor placed two fingers on either side of her head, closing his eyes. "Open your mind. That's it. Hear it, Donna. Hear the music."

Caroline looked over as Donna began to cry, wondering what the song was like when one could hear it completely. "Take it away," Donna told the Doctor.

"Sure?"

"I can't bear it." He touched her head again, seemingly disconnecting her. "I'm sorry." They looked back to the Ood.

"It's okay."

"But you can still hear it."

"All the time." He looked at Caroline, who was only staring at the Ood. This is what humanity would become. They would do this to an innocent race, destroying them. "Caroline?"

She could only shake her head. In some ways, she wanted to hear it, wanted to experience the song in its full. But from what she could hear, the little she knew…it was already devastating.

The Doctor nodded, sonicing the cage door as someone began to pound at the door they'd entered from.

"They're breaking in."

"Ah, let them." The three of them entered, bending down again, as the Ood cowered. Even if they were unspoilt, they already knew to fear strangers, already knew to try and protect themselves. "What are you holding? Show me. Friend. Doctor, Donna, Caroline. Friend. Let me see. Look at me. Let me see." One of the Ood towards the back of the cage held out his hands. "That's it. That's it, go on. Go on." The Ood opened them to reveal a small brain.

"Is that?"

The Doctor nodded. "It's a brain. A hind brain. The Ood are born with a secondary brain. Like the amygdala in humans, it processes memory and emotions. You get rid of that, you wouldn't be Donna any more, or Caroline. You'd be like an Ood. A processed Ood."

"The company cuts off their brains," Caroline whispered, horrified. The second brain was right where the translator ball had been on all of the others they'd seen.

"And they stitch on the translator."

"Like a lobotomy," Donna breathed. "I spent all that time looking for you, Doctor, because I thought it was so wonderful out here. I want to go home."

Caroline didn't know how she felt. She had seen that humanity was horrible, that they'd done all this. But the Doctor kept going, despite all else. He must have seen this before, or at least something similar. He must have seen the horrors of the universe yet…he was still traveling. He was still exploring, still learning.

Caroline was horrified but…she wanted to learn more. But this was her last trip, her last adventure with the Doctor. After this, she'd be done.

"They're with the Ood, sir," a guard called from above.

Instantly, the Doctor spun and locked the three of them in the cage with the Ood as the boss of the compound walked up. "What you going to do, then? Arrest me? Lock me up? Throw me in a cage? Well, you're too late. Ha!"

|C-S|

Perhaps claiming that he had the upper ground while locked in a cage was not the brightest ideas. They were currently handcuffed to poles in an executive office.

"Why don't you just come out and say it?" Mr. Halpen, who seemed to be running the whole affair, said. "FOTO activists."

"If that's what Friends Of The Ood are trying to prove, then yes."

"The Ood were nothing without us, just animals roaming around on the ice."

"That's because you can't hear them."

"They welcomed it. It's not as if they put up a fight," he laughed.

"You idiot," Donna snapped. "They're born with their brains in their hands. Don't you see, that makes them peaceful. They've got to be, because a creature like that would have to trust anyone it meets."

The Doctor nodded. "Oh, nice one."

"Thank you."

"The system's worked for two hundred years. All we've got is a rogue batch. But the infection is about to be sterilised." Halpen lifted his wrist to his mouth, some sort of comm. device. "Mr. Kess. How do we stand?"

"Canisters primed, sir," Kess replied. "As soon as the core heats up, the gas is released. Give it two hundred marks and counting."

The Doctor's eyes widened. "You're going to gas them?"

He shrugged. "Kill the livestock. The classic foot and mouth solution from the olden days. Still works."

An alarm sounded, and this time Caroline was thankful. "What the hell?" Halpen turned around, storming out of the room.

"Emergency status!" the computer informed him. "Emergency status!"

Halpen returned. "Change of plan."

"There are no reports of trouble off-world, sir," Dr. Ryder told him. "It's still contained to the Ood Sphere."

Halpen nodded. "Then we've got a public duty to stop it before it spreads."

"What's happening?"

Halpen turned back to them. "Everything you wanted, Doctor. No doubt there'll be a full police investigation once this place has been sterilized, so I can't risk a bullet to the head. I'll leave you to the mercies of the Ood." He began to walk out.

"But Mr. Halpen, there's something else, isn't there?" he stopped, turning around. "Something we haven't seen."

"What do you mean?"

"A creature couldn't survive with a separate forebrain and hind brain, they'd be at war with themselves. There's got to be something else, a third element, am I right?"

Halpen laughed. "And again, so clever."

"But it's got to be connected to the red eye. What is it?"

He strode forwards, close enough that they could feel bits of his spit. "It won't exist for very much longer. Enjoy your Ood." Everyone left the office, leaving just the three of them.

"Come on," the Doctor told them and they all started to pull on the handcuffs, trying to see if there was any way to either break them or unlock them.

After a moment where nothing happened, Donna sighed. "Well, do something. You're the one with all the tricks. You must have met Houdini."

"These are really good handcuffs."

Donna laughed. "Oh well, I'm glad of that. I mean, at least we've got quality."

The door opened and they froze. Three Ood with red eyes walked in, translator balls in their hands.

"Doctor, Donna, Caroline, friends," the Doctor tried.

"The circle must be broken."

The two of them continued to repeat themselves as the Ood drew nearer. Caroline didn't know what to say. The red-eyed Ood didn't seem willing to listen to anything they were saying, but Caroline still wanted to try. The only problem was that she didn't know what to say.

The Ood reached out their translator balls, prepared to kill the three of them, only to stop. The translator balls turned off and they gripped their heads. One looked up a moment later to reveal his eyes were back to normal. "Doctor. Donna. Caroline. Friends.

Donna laughed. "That's us!"

"Friends." The Doctor nodded. "Oh, yes."

The Ood stepped behind them and unlocked their handcuffs, letting the three of them leave without question. They ran down a staircase, avoiding the soldiers. "I don't know where it is. I don't know where they've gone." He looked around them.

"What are we looking for?"

"It might be underground, like some sort of cave, or a cavern, or-" They took off again, Caroline and Donna following not quite certain what exactly they were looking for. They were interrupted by an explosion, knocking them to the ground. "All right?" The Doctor asked, helping the two of them stand.

They looked back to see the smoke clearing, the Ood Halpen had with him standing there. Without a word, he began to walk forwards.

"What's happening?" Donna whispered as the Doctor followed without question.

"He's going to show us."

They went towards Warehouse 15, the Doctor using his sonic to open the door. Almost immediately they looked over a railing to see a giant brain slightly below them, protected by some sort of energy field. "The Ood Brain." The Doctor nodded. "Now it all makes sense, that's the missing link. The third element, binding them together. Forebrain, hind brain, and this, the telepathic centre. It's a shared mind, connecting all the Ood in song."

There was a gun click, and they looked up to see Halpen pointing a gun at them. "Cargo. I can always go into cargo. I've got the rockets, I've got the sheds. Smaller business. Much more manageable, without livestock."

Dr. Ryder stepped forward as well. "He's mined the area."

Caroline felt sick. "You're going to kill it?"

"They found that thing centuries ago beneath the Northern Glacier."

"Those pylons." The Doctor nodded to them. It was what formed the energy field, guarding the brain.

Donna nodded. "In a circle. The circle must be broken."

"Damping the telepathic field. Stopping the Ood from connecting for two hundred years."

Halpen looked past them to see the Ood behind them. "And you, Ood Sigma, you brought them here. I expected better."

"My place is at your side, sir," Sigma informed him.

Halpen chuckled. "Still subservient. Good Ood."

Donna leaned closer to the Doctor. "If that barrier thing's in place, how come the Ood started breaking out?"

He shrugged. "Maybe it's taken centuries to adapt. The subconscious reaching out?"

Dr. Ryder stepped forward. "But the process was too slow. It had to be accelerated. You should never give me access to the controls, Mr. Halpen. I lowered the barrier to its minimum. Friends Of The Ood, sir. It's taken me ten years to infiltrate the company, and I succeeded."

"Yes," Halpen nodded. "Yes, you did." He didn't wait a second before throwing Ryder over the railing and into the brain, letting it absorb him. Halpen only smirked.

"You murdered him," Donna breathed, turning to look at him. The three of them had run to the railing when he'd fell, though there had been no hope of rescuing him.

"Very observant, Ginger. Now, then." He looked down towards the gun in his hand, weighing it. "Can't say I've ever shot anyone before. Can't say I'm going to like it. But er, it's not exactly a normal day, is it? Still." He was speaking like his words were difficult, like he was choking on something.

Sigma stepped forward. "Would you like a drink, sir?"

He laughed. "I think hair loss is the least of my problems right now, thanks."

Sigma came forwards so that he was standing in front of the trio. "Please have a drink, sir."

The Doctor reached forward to try and move Sigma back, but the Ood didn't move. "If, if you're going to stand in their way, I'll shoot you too."

"Please have a drink, sir."

"Have…" his speech had begun to slur, "have you poisoned me?"

"Natural Ood must never kill, sir."

The Doctor frowned at the cup in Sigma's hand. "What is that stuff?"

"Ood graft suspended in a biological compound, sir."

"What the hell does that mean?"

The Doctor stepped back, staring at Halpen with something akin to wonder. "Oh, dear."

"Tell me!" Halpen insisted.

The Doctor shrugged. "Funny thing, the subconscious. Takes all sorts of shapes. Came out in the red eye as revenge, came out in the rabid Ood as anger, and then there was patience. All that intelligence and mercy, focused on Ood Sigma. How's the hair loss, Mister Halpen?"

Halpen reached up, only for more hair to pull away in his hand. "What have you done?"

"Oh, they've been preparing you for a very long time. And now you're standing next to the Ood Brain, Mr. Halpen, can you hear it? Listen." He leaned forwards slightly, and Caroline found herself doing the same. If there was Ood graft in what Mr. Halpen was drinking…and the Ood were a mildly telepathic race…

"What have you…I'm not…" he dropped his gun, reaching for the back of his head. In a smooth motion, he peeled the skin off, revealing what looked like the Ood's skin. Coughing, the tentacles fell out of his mouth and, when Halpen stood up, he looked like an Ood.

"They…they turned him into an Ood?"

The Doctor nodded. "Yep."

"He's an Ood," Caroline repeated.

"I noticed."

The Ood that had once been Halpen sneezed and his hindbrain flopped onto his hand.

"He has become Oodkind, and we will take care of him," Sigma told them, stepping forwards.

Donna shook her head. "It's weird, being with you. I can't tell what's right and what's wrong anymore."

"It's better that way. People who know for certain tend to be like Mr. Halpen." Something beeped beside them and the Doctor ran to the railing. "Oh!" he deactivated the detonation packs. "That's better. And now, Sigma, would you allow me the honor?"

Sigma nodded. "It is yours, Doctor."

The Doctor grinned. "Oh, yes!" he turned to the machines. "Stifled for two hundred years, but not anymore. The circle is broken. The Ood can sing."

The energy field around the brain turned off and, finally, Caroline could hear the song in full. But, this time, it was happy. She hadn't heard it entirely before but, now, now she knew it was joyful.

Donna laughed. "I can hear it!"

Caroline smiled. "It's beautiful."

|C-S|

The Ood stood in a small semicircle around them. They'd returned to the field the TARDIS had landed in, though the Doctor was now standing quite close to Caroline, his coat draped around her shoulders. She hadn't been that cold when they'd first landed, but now the amount of time they were spending outside had made her regret not wearing a better coat. The Doctor's was quite warm though.

"The message has gone out," he told the gathered Ood. "That song resonated across the galaxies. Everyone heard it. Everyone knows. The rockets are bringing them back. The Ood are coming home."

"We thank you, Doctor-Donna, Caroline, friends of Oodkind," Sigma said. "And what of you now? Will you stay? There is room in the song for you."

The Doctor smiled. "Oh, I've, I've sort of got a song of my own, thanks."

Sigma stared at him. "I think your song must end soon."

The Doctor frowned. "Meaning?"

"Every song must end." He blinked. "Every song must be free."

The three of them shifted, a bit uneasy, and the Doctor turned to look at Donna. "Yeah. Er, what about you? You still want to go home?"

"No." Donna smiled. "Definitely not."

He nodded. "Then we'll be off."

"Take this song with you."

They nodded. "We will."

"Always."

"And know this, Doctor-Donna, Caroline. You will never be forgotten. Our children will sing of the Doctor-Donna, Caroline, and our children's children, and the wind and the ice and the snow will carry your names forever."

The trio smiled as they walked back to the TARDIS, the Ood song following them as they went.

|C-S|

The Doctor waited until Caroline had a chance to warm up before the three of them found themselves standing around the console. "Well," the Doctor sighed, looking at Caroline. "I guess…"

"It's been wonderful." She smiled. It had. She'd never thought fighting aliens could be wonderful, but it was. And she'd already learned so much. She knew about time travel, and three new alien races. But she'd known when the Doctor had first asked her to come along that it was only going to be for one trip, even if that had extended to two.

"Right then." He nodded, stepping forward to hit a button on the console. "Unless…"

Caroline didn't want to dare to hope. She glanced at Donna, who was grinning, and back at the Doctor. "Doctor…"

"What do you think of staying?" he looked up at her. "See more of the universe?"

Given the way Donna was smiling, Caroline was almost certain he'd already talked to her about it. And they wanted her to stay. They wanted her to come with them and explore the universe, no matter how quiet she was. "That would be wonderful."

The Doctor laughed. "It's settled then." He thought for a moment. "Haven't had two companions in a while, this will be fun. Right," he did something with the TARDIS, "why don't we stop by where you live, pick up anything you need, and then go on our way?"

|C-S|

Donna had been perfectly happy when the Doctor had asked her if Caroline could join them. She hadn't minded that there would be two companions, in fact, she'd almost welcomed it. Someone else to help deal with him when he got preachy, she'd said. And someone else to hug. Caroline may have been thin, but she wasn't as tall as the Doctor, less likely to give someone a paper clip.

Caroline was…nice. The Doctor couldn't make himself just leave her after what had happened, he really should have known that would happen the moment he first asked her. It was wonderful to show someone the universe, even more wonderful to show two people. And maybe, just maybe, the Doctor and Donna could make Caroline open up a bit more, be more confident in herself.

He piloted them to her home, landing right in the middle room. Caroline was out first, saying quietly that they could go wherever they wanted, as she went to find clothes. It was neat and, from what he'd been able to tell, was a small house on a road he'd been running down when looking for the Adipose.

No wonder she'd been able to run into him again. She must have been walking home.

"Nice place," Donna commented. "I'm jealous."

He nodded. "Very nice." It was also very bland, painted neutrals. Understandably, it felt like no one had been there in a long time, since she'd been off traveling with them. There was nothing he could see that let him get to know her better though, which had been something he was hoping for. Caroline was quiet, she never talked about herself, so he'd been hoping there was anything in her house to identify her.

He didn't see anything.

Except, that is, two boxes sitting on a table. They looked like open Christmas presents and, when he stepped closer, the Doctor saw the small note she'd carefully preserved from one of them. They were from her parents, or at least one of them was. Normally, he was almost certain, you were supposed to have gotten rid of the box by now, it wasn't that close to Christmas anymore. But Caroline had kept them, both of them.

And he didn't know why.

"I'm ready." The Doctor turned to see Caroline in the doorway, changed. She matched him now; long light brown sweater over a loose white tank top, dark jeans and ankle boots.

"You don't need anything else?"

She nodded to a folded coat on one of the couches. "In case it's cold."

The Doctor and Donna laughed. "Then let's get going." Donna pushed open the TARDIS door and they all walked inside, the Doctor glancing back at Caroline to see what she looked like.

Thankfully, she was looking quite excited, grinning widely. Even after seeing what had happened with the Ood, she'd still wanted to stay. True, she'd thought she'd be leaving afterwards, but she had still agreed to stay with them.

Watching her with the Ood had been strange. He had the sense, strangely, that she'd actually been able to hear the Ood song. But that was impossible, because she was human. Humans shouldn't have been able to hear the Ood song while it was blocked.

But, overall, the Doctor was glad she was staying.

Caroline was…nice.

 **A/N: Caroline can stay! The Doctor is beginning to notice the very basics of something being strange about her, but he hasn't really noticed anything, not yet.**


	8. Old Companions

**Old Companions**

Travelling with the Doctor was…wonderful. They hadn't gone on many adventures since Caroline had been declared one of his apparently "official" companions, but the ones they had gone on had been amazing. Donna would be the companion to speak, to engage with alien races, and Caroline would be the one building a small database of alien races for herself.

Now, the Doctor was attempting to teach Donna how to fly the TARDIS. He'd asked if Caroline wanted to try, saying that the TARDIS flight would be smoother with multiple people, but she'd declined. There was a reason she didn't actually own a car, after all.

Well, there was another reason she didn't own a car.

But she wasn't going to think about that, not right then. She wouldn't do that to herself.

At that moment, Caroline was leaning against one of the Y-beams of the TARDIS, since the Doctor had informed her it would probably be safer to stay far away for at least the start. Even he didn't know what would spark if Donna or he messed something up.

"I can't believe I'm doing this!" Donna cheered as she worked, the Doctor stood next to her.

"No, neither can I," he mumbled. "Oh, careful." Lurching forwards, the Doctor hit the console with a mallet and took control for a few minutes. Caroline laughed. To think that in order to fly a time machine you needed to hit it with a mallet. "Left hand down. Left hand down! Getting a bit too close to the 1980s."

The TARDIS had been shaking the entire time but, then, it lurched quite suddenly and Caroline stumbled off the Y-beam.

"What am I going to do," Donna sighed, "put a dent in them?"

"Well, someone did."

A phone rang from somewhere on the console, close to where Caroline had stumbled. "Hold on," Donna said, frowning. "That's a phone." Caroline pulled what looked like a modern day mobile from a socket in the console. "You've got a mobile? Since when?"

"It's not mine." There was something solemn about the Doctor's voice, like the fact this phone was ringing was bad, meant something was going wrong. Caroline handed it to him carefully, watching his face as he leaned back to answer it. "Hello?"

|C-S|

The phone call turned out to be from the Doctor's previous companion, a one Martha Jones. He'd left her upon her own request, the Doctor had been certain to tell them back. Apparently she'd left the phone with him with the promise that, if it ever rang, he would answer immediately.

He had told them about Martha. Whenever they met an alien race he'd visited with her, he would mention it. But he hadn't told them why she had wanted to leave.

When they apparently materialized where Martha was, the Doctor was the first one out. Donna and Caroline had decided to give him a little time to greet his old companion before they were introduced. That didn't mean they weren't listening into the conversation, of course. Both of them were quite curious people, after all.

It was why they worked so well together.

"Martha Jones," he said, almost apprehensive.

"Doctor," Martha replied. There were a few moments where the two were either walking or staring at each other before Donna peaked her head out and spotted them hugging.

"You haven't changed a bit."

Martha laughed. "Neither have you."

"How's the family?"

"You know. Not so bad. Recovering."

Donna and Caroline stepped out then, Donna first. "What about you?"

Martha, however, didn't answer him. She just looked over her shoulder to the two of them. "Right." She nodded, swallowing. "Should have known. Didn't take you long to replace me, then. Just didn't expect there to be two."

The Doctor stepped back, holding out his hands to the three of them. "Now, don't start fighting. Martha, Donna. Martha, Caroline. Donna, Martha. Caroline, Martha." He pointed at each of them each time he said their name. "Please don't fight. Can't bear fighting."

Donna laughed, walking forwards. "You wish." The two of them shook hands. "I've heard all about you. He talks about you all the time." Caroline nodded.

"I dread to think." She shook Caroline's hand as well.

"No, no, no. No, he says nice things. Good things. Nice things. Really good things."

Martha sighed. "Oh my God. He's told you everything."

Donna grinned. "Didn't take long to get over it though. Who's the lucky man?"

"What man? Lucky what?" Caroline nearly laughed at the Doctor. Martha had, most likely intentionally, brushed her hair aside with the hand she had an engagement ring on, something she'd once seen a previous acquaintance doing.

"She's engaged, you prawn."

The Doctor frowned. "Really? Who to?"

"Tom. That Tom Milligan. He's in pediatrics. Working out in Africa right now. And yes, I know, I've got a doctor who disappears off to distant places. Tell me about it."

"Is he skinny?" Donna asked, making the Doctor nod as if it was an important question to ask.

"No," Martha shook her head, "he's sort of strong."

"He is too skinny for words. You give him a hug, you get a paper cut."

The Doctor sighed as the three of them chuckled, though Caroline couldn't really get upset. She'd been told multiple times that she was so small that she would get crushed in a hug, even if she wasn't really that tiny. About the size of Martha, really. "Oh, I'd rather you were fighting."

Martha's walkie-talkie crackled. "Speaking of which."

"Dr. Jones, report to base, please. Over."

"This is Dr. Jones. Operation Blue Sky is go, go, go. I repeat, this is a go."

They followed her down the alley onto a main road, where a convoy of jeeps and trucks were just traveling past. "Unified Intelligence Taskforce. Raise that barrier, now!" The soldiers entered a factory a little further away. "Leave those safeties on, lads. They're non-hostiles."

"All workers, lay down your tools and surrender," another soldier called, though this time through a bullhorn, as the soldiers stormed the factory.

"Greyhound Six to Trap One. B Section, go, go, go. Search the ground floor. Grid pattern Delta."

Caroline leaned forwards, the fact she was the one speaking making Martha jump a little. "What are you searching for?"

"Illegal aliens."

"This is a UNIT operation. All workers lay down your tools and surrender immediately."

Martha ran off, leaving the three of them outside the factory. "B section mobilised. E section, F section, on my command."

"Is that what you did to her?" Donna asked, watching her go. "Turned her into a soldier?"

|C-S|

A little while later, after they'd seemingly taken the factory, Martha returned to them. "And you're qualified now. You're a proper doctor." The Doctor nodded at a badge.

"UNIT rushed it through ,given my experience in the field. Here we go." They started walking again. "We're establishing a field base on site. They're dying to meet you."

"Wish I could say the same," he whispered to his current companions.

They entered through the back of a large mobile base, seemingly inside a truck. The room inside was full of all sorts of high tech equipment, almost exactly a military base from the movies. "Operation Blue Sky complete, sir." Martha approached an older man who must have been highly ranked, given his uniform. "Thanks for letting me take the lead. And, this is the Doctor. Doctor, Colonel Mace."

Mace saluted. "Sir."

The Doctor very nearly grimaced. "Oh, don't salute."

"But it's an honor, sir. I've read all the files on you. Technically speaking, you're still on staff. You never resigned."

Caroline looked around at the room. "You used to work for them?" It was partially the current presence of the Doctor that helped her speak, but also just the influence of spending time around him and Donna. She'd always had talkative friends, but there was something about running from alien threats and traveling through time that helped her speak at least a full sentence without feeling sick.

He shrugged. "Yeah, long time ago. Back in the 70's. Or was it the 80's? But it was all a bit more homespun back then."

"Times have changed, sir."

"Yeah, that's enough of the sir."

"Come on, though, Doctor. You've seen it. You've been on board the Valiant. We've got massive funding from the United Nations, all in the name of Home World Security." Martha brought them around the first rows of desk to better see the computers.

"A modern UNIT for the modern world."

Donna looked at him with what had become her trademark expression. "What, and that means arresting ordinary factory workers, in the streets, in broad daylight? It's more like Guantanamo Bay out there. Donna, by the way. Donna Noble, since you didn't ask. I'll have a salute."

Mace looked at the Doctor first, who nodded at him expectedly, and Mace saluted Donna. "Ma'am."

Donna nodded, satisfied. "Thank you."

Mace turned to Caroline, who blushed. "I'm Caroline Attwater. I…I don't need a salute."

"Tell me," the Doctor interrupted, like he tended to do when Caroline was obviously either overwhelmed or upset, "what's going on in that factory?"

"Yesterday, fifty two people died in identical circumstances, right across the world, in eleven different time zones." The map showed the locations as he said them. "Five a.m. in the UK, six a.m. in France, eight a.m. in Moscow, one p.m. in China."

Caroline swallowed, fighting a dry mouth. "You mean they died simultaneously." The Doctor had told her to speak whenever she had an observation, he would help if the words were difficult. Even now, especially surrounded by so many people and speaking so much in quick succession, her voice shook, but the Doctor nodded in encouragement.

Mace nodded as well. "Exactly. Fifty two deaths at the exact same moment, worldwide."

"How did they die?"

"They were all inside their cars."

"They were poisoned," Martha said, which made the Doctor look up. "I checked the biopsies. No toxins. Whatever it is, left the system immediately."

"What have the cars got in common?"

"Completely different makes. They're all fitted with ATMOS, and that is the ATMOS factory."

The Doctor frowned. "What's ATMOS?"

"Oh, come on," Donna scoffed. "Even I know that. Everyone's got ATMOS."

Caroline had read into ATMOS when it had first been introduced, just as she'd done with Adipose. And it worked. It was ingenious, and it worked.

|C-S|

Martha brought them along a catwalk above the factory floor, Mace following them all up. "Stands for Atmospheric Omission System. Fit ATMOS in your car, it reduces CO2 emissions to zero."

"Zero? No carbon, none at all?"

Donna nodded. "And you get sat-nav and twenty quid in shopping vouchers if you introduce a friend. Bargain."

"And this is where they make it, Doctor." Mace gestured to the factory. "Shipping worldwide. Seventeen factories across the globe, but this is the central depot, sending ATMOS to every country on Earth."

"And you think ATMOS is alien."

He shrugged. "It's our job to investigate that possibility. Doctor?" Mace brought them down a corridor to a sectioned off office where they appeared to have laid out an ATMOS device for examination. "And here it is, laid bare. ATMOS can be threaded through any and every make of car."

"You must've checked it, before it went on sale." The Doctor also glanced at Caroline.

Martha nodded. "We did. We found nothing. That's why I thought we needed an expert."

"Really. who'd you get?" He looked at all of them, sliding on his specs, but they just waited for it to sink in. "Oh, right. Me, yes. Good." Mace and Martha left the room, leaving the trio to examine it. "Caroline?"

She'd explained her tendency to research technology and try and understand the scientific component to most things. But it was amusing that he wanted her to clarify, since she understood what he meant when he asked. "Works perfectly. The creator, Rattigan Academy, has refused to publicly disclose much, and no one has reported being able to examine the devices besides UNIT."

"And?"

She shrugged. "I don't drive." She'd heard good things about ATMOS, and most people had it in their cars, but she'd never actually had it herself.

Donna nodded. She'd learned to keep quiet when Caroline wished to speak, letting her get out her thoughts. But, if it got difficult, both the Doctor and Donna were perfectly willing to jump in and take over the conversation, letting Caroline fade into the background and calm herself again. "So why would aliens be so keen on cleaning up our atmosphere?"

He picked up the device, Caroline next to him. "A very good question."

"Maybe they want to help. Get rid of pollution and stuff."

"Do you know how many cars there are on planet Earth? Eight hundred million. Imagine that. If you could control them, you'd have eight hundred million weapons."

Donna's eyes widened. "Oh my God."

Mace and Martha walked back in, passing Donna on her way out. The Doctor bent over the device, Caroline leaning against the table next to him. She didn't know anything about how to tell if a device was alien or not, but it was interesting to see, none the less.

"Ionizing nano-membrane carbon dioxide converter," the Doctor told them. "Which means that ATMOS works. Filters the CO2 at a molecular level."

Mace shook his head. "We know all that, but what's its origin? Is it alien?"

The Doctor sighed. "No. Decades ahead of its time." He glanced up at Mace. "Look, do you mind? Could you stand back a bit?"

Mace frowned. "Sorry, have I done something wrong?"

The Doctor nodded at the man's hip, where he had quite an advanced gun. "You're carrying a gun. I don't like people with guns hanging around me, all right?"

"If you insist." Mace strolled to the far side of the room, looking a bit offended.

"Tetchy."

He shrugged. "Well, it's true."

"He's a good man."

The Doctor straightened, flashing his sonic at the ATMOS. "People with guns are usually the enemy in my books. You seem quite at home."

"If anyone got me used to fighting, it's you." Martha looked at Caroline then, who crossed her arms.

"Oh right, so it's my fault."

"Well, you got me the job. Besides, look at me. Am I carrying a gun?"

The Doctor glanced at her. "Suppose not."

"It's all right for you. You can just come and go, but some of us" she looked towards Caroline "have got to stay behind. So I've got to work from the inside, and by staying inside, maybe I stand a chance of making them better."

He smiled. "Yeah? That's more like Martha Jones."

Martha grinned. "I learned from the best."

"Well."

Donna returned, holding a file. "Oi, you lot. All your storm troopers and your sonics. You're rubbish. Should've come with me."

"Why, where have you been?"

"Personnel." Caroline nodded. It was a good idea. "That's where the weird stuff's happening, in the paperwork. Because I spent years working as a temp, I can find my way round an office blindfold, and the first thing I noticed is an empty file."

"Why, what's inside it? Or what's not inside it?"

Donna showed them the label. "Sick days. There aren't any. Hundreds of people working here and no one's sick. Not one hangover, man flu, sneaky little shopping trip, nothing. Not ever. They don't get ill."

Mace frowned. "That can't be right."

"You've been checking out the building. Should've been checking out the workforce."

Martha laughed. "I can see why he likes you." She glanced at Caroline too, who then felt extremely uncomfortable.

Donna nodded. "Mmm hmm."

"You are good."

"Super temp."

"Dr. Jones, set up a medical post. Start examining the workers. I'll get them sent through."

"Come on, Donna. Give me a hand." Martha was about to leave, and then her gaze fell on Caroline, who was blushing by then. "Caroline?"

The three of them left, and Caroline found herself wishing she'd gone with the Doctor. But even she could tell that Martha wanted to talk to them, as companions, about something important. Besides, the Doctor would tell her everything, she knew he would.

And it would be good for her, it would be, to get to speak with one of the Doctor's old companions. The only problem was that Caroline could tell that, while it was quite obvious why Donna was with the Doctor, Martha was still curious about why Caroline was there.

They went to the personal office, since no one had been there anyways, and Martha began clearing a space for herself. "Do you think I should warn my mum about the ATMOS in her car?" Caroline was glad when she also looked at her for clarification, like she valued her opinion alongside Martha, a specially trained UNIT soldier.

Martha shrugged. "Better safe than sorry."

"I'll give her a call."

"Donna." Donna, who had been looking down at something, looked up. "Do they know where you are? Your family. I mean, that you're travelling with the Doctor?"

She frowned. "Not really. Although my granddad sort of waved us off. I didn't have time to explain."

"You just left him behind?"

"Yeah."

Martha nodded. "I didn't tell my family. I kept it all so secret, and it almost destroyed them."

"In what way?"

"They ended up imprisoned. They were tortured. My mum, my dad, my sister. It wasn't the Doctor's fault, but you need to be careful. Because you know the Doctor. He's wonderful, he's brilliant, but he's like fire. Stand too close and people get burnt." Then Martha turned to Caroline, who had been standing against one of the shelves of folders. "And you? Does your family know?"

Caroline swallowed. "I don't have any family." Both Martha and Donna frowned. "They died. My parents." She coughed. "Car accident. They were against ATMOS."

"I'm sorry."

"It's fine." She nodded. "None of my friends live in places suitable for personal cars, by the way."

"Do they know?"

"They only really cared about me because I saw them every day." It was true. Caroline had been forced to take a few jobs over the years, even if her parents had paid for her house. Each place she'd found a group of people who welcomed a quiet person to talk to, to drag around when they needed another person. All of them forgot her the moment she went somewhere else.

"Be careful, Caroline. Don't get attached to the Doctor. He's broken more hearts then he has ever realized."

Caroline was quiet then, as Donna helped Martha work. She just sort of snuck into the corner, her arms wrapped around herself. Martha was warning her against getting attached to him, against falling in love with him. And she'd never…she'd never thought about that.

The Doctor was wonderful and brilliant and he was helping Caroline express herself. But he was also a time traveling alien who dragged them into danger with a grin on his face.

Perhaps she should be more careful with her heart.

|C-S|

Donna and Caroline left Martha to continue checking the workers, instead going to find wherever the Doctor had gone off to. Caroline watched Donna carefully as they walked. While she had no one to warn, really, especially since the majority of the people she'd known from Adipose were currently in another country, there'd been a message on her phone when they'd landed back on Earth. But Donna, Donna had a family.

"I'm going to go home."

Caroline nodded. "For good or…"

Donna smiled. "Just to visit. I…feel bad about just abandoning them, leaving them with nothing. I owe it to at least tell them something." They spotted the Doctor then, who was standing on his own with Mace just walking away. "Doctor."

He spun around, grinning. "Oh, just in time. Come on, come on," he grabbed both of their hands, "we're going to the country. Fresh air and geniuses, what more could you ask?"

Donna made them stop. "I'm not coming with you. I've been thinking. I'm sorry. I'm going home."

The Doctor's eyes widened. He was still holding onto Caroline's hand, having let go of Donna's in order to face her. "Really?"

Donna nodded. "I've got to."

"Oh, if that's what you want. I mean, it's a bit soon. I had so many places I had wanted to take you. The Fifteenth Broken Moon of the Medusa Cascade, the Lightning Skies of Cotter Palluni's World, Diamond Coral Reefs of Kataa Flo Ko." He smiled, sighing. "Thank you. Thank you, Donna Noble, it's been brilliant. You've, you've saved my life in so many ways. You're-" Caroline laughed as he realized "you're just popping home for a visit, that's what you mean."

Donna smirked. "You dumbo."

The Doctor nodded. "And then you're coming back."

"Know what you are? A great big outer space dunce."

He laughed, rubbing his face. "Yeah." He looked towards Caroline, still holding her hand. "Did you know?"

She shrugged. "Now you really are going to have to take us there."

"Ready when you are, sir," a nearby soldier said.

"What's more, you can give me a lift." Donna pulled him by his arm into the jeep. "Come on. Broken moon of what?"

"I know, I know." They all squeezed into the jeep, though Caroline did end up having to partially sit on top of the Doctor in order for them all to fit.

Donna spent much of the ride warning Caroline about sitting there too long, otherwise the stick of a man would slice her in half.

The Doctor just grumbled.

When the jeep pulled up at Donna's street, both the Doctor and Caroline had to get out for her to as well. "I'll walk the rest of the way," she said, waving. "I'll see you back at the factory, yeah?"

Caroline got to sit in the middle this time, which was much less blush inducing then practically the Doctor's lap. "Bye!" The Doctor called as he closed the door again.

"And you be careful!"

 **A/N: Caroline's getting a bit more talkative, thankfully, but Martha's warning has made quite an impression on her. I wonder how she'll react to the events of these episodes.**


	9. New Admissions

**New Admissions**

As they pulled onto the grounds of Rattigan Academy, the soldier, Ross Jenkins, gave them a bit more information on the specifics. "UNIT's been watching Rattigan Academy for ages. It's all a bit Hitler Youth. Exercise at dawn and classes and special diets."

"Turn left," the jeep's ATMOS announced.

The Doctor frowned. "Ross, one question. If UNIT think that ATMOS is dodgy-"

"Go straight on."

"How come we've got it in the jeeps?" Ross chuckled. "Yeah, tell me about it. They're fitted as standard on all government vehicles. We can't get rid of them till we can prove there's something wrong."

"Turn right."

"Drives me around the bend." Just then, they turned the corner onto the school drive.

Caroline chuckled. "Nice one."

Ross grinned. "Timed that perfectly."

"Yeah. Yeah, you did."

"This is your final destination."

The three of them climbed out of the jeep and walked up the pavement to where a man who must have been Rattigan stood, supervising a group of students in red sweat suits running around.

"Is it PE?" The Doctor called as they got nearer. "I wouldn't mind a kick around, I've got me daps on."

"I suppose you're the Doctor?"

He waved. "Hello."

"Your commanding officer phoned ahead."

"Ah, but I haven't got a commanding officer. Have you?" He held out a hand to Caroline. "This is Caroline, she's lovely."

Caroline waved, blushing. "Hello."

"Oh, this is Ross. Say hello, Ross."

Ross nodded. "Good afternoon, sir."

"Let's have a look, then." He led them into the main doors, Caroline right behind him. "I can smell genius! In a good way."

Luke Rattigan led them to one of the laboratories where some of the students, still in the same sweat suits, were working on a few projects. Caroline followed right behind the Doctor as he examined all of them.

"Oh, now, that's clever." He stopped in front of a model of a molecule, slipping on his specs. "Look. Single molecule fabric, how thin is that?! You could pack a tent in a thimble. Ooo!" He leapt to something else. "Gravity simulators. Terraforming, biospheres, nano-tech steel construction. This is brilliant. Do you know, with equipment like this you could, ooo, I don't know, move to another planet or something?"

Luke shrugged. "If only that was possible."

"If only that were possible," the Doctor corrected, pulling off his glasses. "Conditional clause."

"I think you'd better come with me." Luke led them to what must have been Luke's private chambers, given their extravagance. "You're smarter than the usual UNIT grunts, I'll give you that."

The Doctor looked back at Ross. "He called you a grunt. Don't call Ross a grunt. He's nice. We like Ross." Caroline nodded as the Doctor spun around. "Look at this place."

"What exactly do you want?"

"I was just thinking. What a responsible eighteen year old, don't you think, Caroline?" She nodded again. "Inventing zero carbon cars? Saving the world."

"Takes a man with vision."

"Mmm, blinkered vision. Because ATMOS means more people driving. More cars, more petrol. End result, the oil's going to run out faster than ever. The ATMOS system could make things worse."

Luke seemed to get upset very quickly, morphing from a collected exterior to someone nearly throwing a temper tantrum. "Yeah. Well, you see, that's a tautology. You can't say ATMOS system because it stands for Atmospheric Emissions System. So you're just saying Atmospheric Emissions System system. Do you see, Mr. Conditional Clause?"

The Doctor only eyed him. "It's been a long time since anyone said no to you, isn't it?"

"I'm still right, though."

"Not easy, is it, being clever." He looked towards Caroline, giving her a small nod to welcome her to say something.

"You look at the world and you connect things," she added. She didn't do quite that, it wasn't instant, but the Doctor had led her to believe it was somewhat faster than a normal human.

The Doctor nodded, taking over as she blushed. "Random things, and think, why can't anyone else see it? The rest of the world is so slow."

Luke, who was looking at Caroline like he didn't quite believe she understood, nodded. "Yeah."

"And you're all on your own."

"I know."

"But not with this," he pulled at ATMOS out of his pocket. "Because there's no way you invented this thing single handed. I mean, it might be Earth technology, but that's like finding a mobile phone in the Middle Ages." He threw the device to Ross. "No, no, I'll tell you what it's like. It's like finding this in the middle of someone's front room." He walked over to what looked like a futuristic hollowed out cube. "Albeit it's a very big front room."

Caroline frowned. "What is it?"

"Yeah, just looks like a thing, doesn't it? People don't question things. They just say, oh, it's a thing."

"Leave it alone." Luke stepped forward, but the Doctor was already stepping into the device.

"Me, I make these connections. So does Caroline. Therefore, Caroline, what does this look like to you?" He was pressing a few buttons.

Caroline frowned. If ATMOS was alien and the Doctor was messing with the controls, setting it for something much like he did the TARDIS, then that would mean… "It's a teleport pod."

"Exactly!" he cheered, just as he pushed the final button and vanished. There was a moment where they just stared in stunned silence, and then the Doctor reappeared, already running. "Ross, Caroline, get out! Luke, you've got to come with me." Before anyone could move much, someone else appeared in the teleport, though this one was smaller than even Caroline. It was completely covered in armor. "Sontaran!" the Doctor declared, sonicing the teleport so that it sparked. "That's your name, isn't it? You're a Sontaran. How did I know that, hey? Fascinating isn't it? Isn't that worth keeping me alive?"

Ross pointed his gun at the Sontaran. He and Caroline had gone to stand behind the Doctor. "I order you to surrender in the name of the Unified Intelligence Taskforce."

The Doctor shrugged. "Well that's not going to work. Cordolaine signal, am I right? Copper excitation stopping the bullets."

"How do you know so much?" the Sontaran asked, though it was quite demanding.

"Well." The Doctor went over to lean against Luke's desk.

"Who is he?"

"He didn't give his name."

"But this isn't typical Sontaran behavior, is it?" the Doctor continued. "Hiding? Using teenagers, stopping bullets? A Sontaran should face bullets with dignity. Shame on you."

"You dishonor me, sir."

"Yeah? Then show yourself."

"I will look into my enemy's eyes!" The Sontaran removed his helmet, revealing an alien that looked cross between a human and a potato, if Caroline was going to be quite crude.

Ross's eyes widened. "Oh, my God."

The Doctor leaned forwards. "And your name?"

"General Staal, of the Tenth Sontaran Fleet. Staal the Undefeated."

"Oh, that's not a very good nickname," the Doctor scoffed. "What if you do get defeated? Staal the Not Quite So Undefeated Anymore But Never Mind?"

"He's like a potato," Ross breathed, looking at Caroline like he was surprised she wasn't so shocked. "A baked potato. A talking baked potato."

"Now, Ross, don't be rude. You look like a pink weasel to him." The Doctor bent over and grabbed a squash racket and ball from a nearby foot sculpture. "The Sontarans are the finest soldiers in the galaxy, dedicated to a life of warfare. A clone race, grown in batches of millions with only one weakness."

"Sontarans have no weakness."

"No, it's a good weakness."

Luke looked back at the Doctor. "Aren't you meant to be clever? Only an idiot would provoke him."

The Doctor just turned to Caroline, who was busy attempting to determine what the Sontaran weakness could be. "No, but the Sontarans are fed by a probic vent in the back of their neck. That's their weak spot. Which means, they always have to face their enemies in battle. Isn't that brilliant?" Caroline did find herself smiling. "They can never turn their backs."

"We stare into the face of death."

"Yeah? Well, stare at this." The Doctor hit the ball into the back of the teleport, making it rebound and hit Staal right on the probic vent, making the general stagger. "Run!"

The trio ran back out to the jeep, driving off instantly. "Greyhound Forty to Trap One," the Doctor used the radio but there was no response. "Repeat, can you hear me? Over."

"Why's it not working?"

"It must be the Sontarans. If they can trace that," he nodded at the ATMOS, "they can isolate the ATMOS."

"Turn left."

Caroline frowned. "Try going right."

"It said left."

The Doctor nodded. "I know. So go right."

Ross tried, but the wheel turned itself to the left. He pulled his hands off and the jeep kept driving. "I've got no control. It's driving itself. It won't stop." He tried to sonic the ATMOS while Ross tried the door. "The doors are locked."

Ah, it's deadlocked," the Doctor grumbled. "I can't stop it."

"Turn left." The jeep swerved in that direction.

"The sat-nav's just a box, wired through the whole car."

"We're headed for the river."

Caroline stared at the box. "ATMOS, are you programmed to contradict my orders?"

"Confirmed."

She glanced at the Doctor, but he gestured for her to continue. "Anything we say, you'll ignore it?"

"Confirmed."

She looked up at the window, swallowing. "Then drive into the river. I order you to drive into the river. Do it. Drive into the river."

The jeep stopped just at the end of the river, the three of them running out, the Doctor pulling her along. "Turn right. Left." The ATMOS device sounded like it was malfunctioning.

"Get down!" he pulled her down, shielding her while they both covered their heads.

"Left, right, left, right, left, left, right, left, right-" Instead of anything exciting or dramatic, like they'd expected, the ATMOS just gave off a few sparks and a small cloud of smoke.

The Doctor looked up at it, pouting. "Oh, was that it?"

Thankfully, they were close enough to Donna's house that they were able to walk back without the jeep, which no longer started. Caroline and the Doctor walked first, with Ross behind them looking out for any sign of Sontarans.

"Who are the Sontarans?" she asked. She knew he had explained some of it, but not enough that Caroline felt she knew enough about this alien threat.

"They're a clone race obsessed with war. They hate the thought of a war going on without them."

She looked up at him. "Do they know of you?" A few of the aliens they'd come across had known the Doctor by name, or at least knew of him in some way. And there was the fact that he knew all about them, specifically their weakness. You could understand that he would have at least needed to meet them once before.

"Yes."

"Did you part on good terms?"

"No."

She thought. "You said this method of fighting, of manipulating, was not the Sontaran way. Why would they turn to it now?"

He looked down at her and Caroline realized their hands were brushing together. "I don't know."

She breathed deeply. "Then we shall endeavor to find out why."

The Doctor grinned, grabbing her hand. "Oh yes, Caroline, oh yes." Laughing, he pulled them along, making Ross run after them in order to keep up.

They stopped running rather quickly, since they were actually much closer to where Donna lived then they had first expected. The Doctor rang Donna's doorbell, Caroline standing beside him, and she opened it, looking slightly surprised to see them back so soon. "You would not believe the day I'm having." He sighed. "Now, do you have ATMOS?"

"What…"

"Sontarans," the Doctor said, and Donna quickly pointed him towards the family car. He began to examine it, hunting for what the ATMOS device would do, what purpose it could serve. "Call Martha."

"I'll requisition us a vehicle."

"Anything without ATMOS. And don't point your gun at people." Ross nodded, and left.

Donna's grandfather came out of the house and Caroline was shocked to see that she recognized him. It…it was the man from Christmas. Who'd been running the stand, who'd stayed in London at Christmas. That man had been Donna's grandfather. "Is it him? Is it him? Is it the Doctor? Ah, it's you!" he cheered, spotting both Caroline and the Doctor.

"Who? Oh, it's you."

Donna frowned, looking between all of them. "What, have you met before?"

"Yeah, Christmas Eve. He disappeared right in front of me and she saw it all happen."

"And you never said?"

Her grandfather shrugged. "Well, you never said. Wilf, sir, ma'am. Wilfred Mott. You must be one of them aliens."

The Doctor nodded. "Yeah, but don't shout it out. Nice to meet you properly, Wilf." He held out his hand, and Wilf only stared at it in shock.

"Oh, an alien hand."

Caroline glanced at Donna. "Anything?"

"She's not answering. What is it, Sontorans?"

"Sontarans," he corrected. "But there's got to be more to it. They can't be just remote controlling cars. That's not enough. Is anyone answering?"

She held up a hand. "Hold on." Someone on the other side spoke. "Martha. Hold on, he's here." She handed the phone to the Doctor.

"Martha, tell Colonel Mace it's the Sontarans. They're in the file. Code Red, Sontarans. But if they're inside the factory tell them not to start shooting. UNIT will get massacred. I'll get back as soon as I can. You got that?" He hung up a second later, throwing the phone back to Donna and pulling up the bonnet of the car, sonicing it.

"But you tried sonicing it before. You didn't find anything."

"Yeah, but now I know it's Sontaran, I know what I'm looking for."

"The thing is, Doctor, that Donna is my only grandchild. You got to promise me you're going to take care of her." Wilf looked at Caroline, who smiled.

The Doctor glanced back at him. "She takes care of me."

Wilf laughed. "Oh yeah, that's my Donna. Yeah, she was always bossing us round when she was tiny. The Little General we used to call her."

Donna hit his arm. "Yeah, don't start."

"And some of the boys she used to turn up with. Different one every week. Here, who was that one with the nail varnish?"

"Matthew Richards. He lives in Kilburn now. With a man."

Suddenly, spikes stuck out of the device in the engine. "Whoa." He held a hand out to block Caroline, who'd been leaning over it with him, like the spikes were suddenly going to get longer then the length of half a finger. "It's a temporal pocket. I knew there was something else in there. It's hidden just a second out of sync with real time."

"What's it hiding?"

A woman who must have been Donna's mother, given her age and resemblance, walked up. "I don't know, men and their cars. Sometimes I think if I was a car. Oh, it's you. Doctor what was it?"

The Doctor nodded. "Yeah, that's me."

"What, have you met him as well?"

"Dad," she sighed, "it's the man from the wedding. When you were laid up with Spanish flu. I'm warning you, last time that man turned up it was a disaster." She eyed Caroline. "Don't know who she is though, but if she's with him she's just as bad."

The Doctor glanced up. "Oi!" A second later gas shot out of the pipes, the Doctor physically pulling Caroline back this time as he soniced it. "Get back!" Thankfully, the gas stopped when the car sparked. "That'll stop it."

"I told you. He's blown up the car!. Who is he, anyway? What sort of doctor blows up cars?"

Donna sighed. "Oh, not now, Mum."

"Oh, should I make an appointment?" the woman left, leaving the Doctor to consider the gas.

"That wasn't just exhaust fumes…"

"Some sort of gas," Caroline nodded, the two of them looking at each other in the eyes.

"Artificial gas."

"And it's aliens, is it? Aliens?"

Donna stepped closer. "But if it's poisonous, then they've got poisonous gas in every car on Earth."

Wilf shook his head, climbing inside the car. "It's not safe. I'm going to get it off the street." The only problem was that the car locked itself and started the engine at the same time a thick cloud of exhaust came out of the tailpipe.

"Hold on!" Donna rushed over, trying to open the door. "Turn it off. Granddad, get out of there!"

"I can't!" he held up the keys. "It's locked! It's them aliens again!" He banged on the window, trying to break it.

Mrs. Noble appeared in the doorway again. "What's he doing? What's he done?"

Gas began to pour from the exhaust on all the cars up and down the street, as well as inside the one Wilf was in. "They've activated it!" the Doctor said, Caroline coughing from the smoke.

"There's gas inside the car! He's going to choke! Doctor!"

He tried the door. "It won't open!"

Caroline looked around them, thinking of how many cars there were, how much ATMOS there was. "It's the whole world."

"Help me!" The Doctor pulled out all of the connections he could find in the engine, but the gas continued to come, filling the car. "Get me out of here!"

"Doctor!" Donna cried as Wilf collapsed, the Doctor looking around completely helpless. Caroline was leaning against the front of the car as clouds of the smoke engulfed them all.

 **A/N: Caroline is getting quite a bit more confident, I wonder how much she'll be able to do any say in the future :)**


	10. Diplomacy

**Diplomacy**

As gas engulfed the world, the Doctor crawled under the car, trying to turn off the ATMOS. He wouldn't be able to stop all of them, but he'd be able to save Donna's grandfather. Caroline wanted to help, to do anything, but she had never understood cars. Out of everything in the entire universe, Sontarans had to go and use the one thing she had never understood.

"He's going to choke." Donna cried, still trying to open the door as she watched her grandfather go unconscious. "Doctor!"

"It won't open."

Donna's mother strode back over with an axe and, without waiting, smashed the windscreen. The Doctor slid back out from under the car, everyone gaping at her. "Well, don't just stand there. Get him out."

Caroline and Donna hurried to help him, though Caroline was quickly forced to pass him off to Donna's mother. "I can't believe you've got an axe," Donna told her, still in shock.

Her mother shrugged. "Burglars."

"Get inside the house. Just try and close off the doors and windows."

Ross drove up behind them in a black cab. "Doctor. This is all I could find that hasn't got ATMOS."

He and Caroline ran towards it. She wasn't going to let him leave her anywhere, not when the sky was filling up with gas and aliens were attacking earth. "Donna, you coming?"

Donna turned, her grandfather just entering the house. "Yeah."

"Donna. Don't go," her mother pleaded. "Look what happens every time that Doctor appears. Stay with us, please."

Her grandfather just gave her a little push. "You go, my darling."

"Dad!"

"Don't listen to her." Donna had reached them by then, climbing into the cab after them. "You go with the Doctor. That's my girl." He waved. "Bye."

The Doctor glanced at her as they started back on their way to ATMOS. "They'll be alright, I promise."

Donna only nodded.

Once they reached the factory, Ross ran off to find any way he could help, the three of them reaching the front of the factory. "The air is disgusting," Donna half gagged.

"It's not so bad for me. Go on, get inside the Tardis." Donna moved to go, but then the Doctor stopped her. "Oh, I've never given you a key." He pulled one out of his pocket and, for all the world, it looked just like a normal key. "Keep that. Go on, that's yours. Quite a big moment really."

"Yeah, maybe we can get sentimental after the world's finished choking to death."

The Doctor nodded. "Good idea." He turned to Caroline. "Caroline, go with her."

Caroline nodded. She wanted to stay and help, but she was almost certain the Doctor was not going to simply abandon them in the TARDIS. "Where are you going?" Donna asked.

"To stop a war," the Doctor called after him, running back to the factory.

Donna and Caroline, in turn, made their way back to the TARDIS. At one point, just before the TARDIS, Caroline leaned against the wall. "Go. I'll be there in a moment." Donna eyed her, but she kept going.

The gas wasn't that bad, but it was enough that Caroline needed to stop just to cough for a little. Not long, since it wouldn't be safe to stay out in the gas, but she did need to stop. It probably also didn't help that she was attempting to breath less, which meant her lungs were hurting from that as well.

She was looking down, twisting the ring on her finger, and thus didn't notice when two soldiers walked up to her. In a very short second, she was hit across the head and crumpled to the ground, as they couldn't risk her warning the Doctor.

That was how he found her a few seconds later and he rushed over, cupping her head and quickly waking her, not taking quite the same care he would normally, since they were being surrounded by a gas cloud. Caroline awoke quite quickly, jerking and rubbing her head. "What happened?"

"The TARDIS," she breathed.

"Where's the TARDIS?" Martha asked that exact moment, and the Doctor leapt up to see the TARDIS was, indeed, missing.

He ran over to stand in the spot it had once been, sticking his tongue out. "Taste that, in the air. Yuck. That sort of metal tang. Teleport exchange…It's the Sontarans. They've taken it." He hurried back over to Caroline, helping her up and letting her rest on him. "I'm stuck on Earth like, like an ordinary person. Like a human. How rubbish is that?" Caroline raised her eyebrows at him. "Sorry, no offence, but come on."

"So what do we do?"

The Doctor shrugged. "Well, I mean, it's shielded. They could never detect it." He stared at Martha, making Caroline do the same, though she couldn't see anything was wrong. She didn't really need to hold onto the Doctor any more, she was feeling better, but he seemed quite adamant to keep holding onto her.

"What?"

"I'm just wondering, have you phoned your family and Tom?"

Martha frowned and Caroline wondered if the Sontarans, as a clone race, could clone other species too, because the Martha she'd been speaking to earlier would not have reacted like that to that question. "No. What for?"

"The gas. Tell them to stay inside."

"Course I will, yeah but, what about Donna? I mean, where's she?"

He shrugged. "Oh, she's gone home. She's not like you. She's not a soldier. Or a scientist." He glanced down at Caroline. "Right. So. Avanti." They went back to the main control, bursting through the doors. "Change of plan."

Mace nodded. "Good to have you fighting alongside us, Doctor."

"I'm not fighting. I'm not-fighting, as in not hyphen fighting, got it? Now, does anyone know what this gas is yet?"

Martha rushed past them, taking one of the stations. "We're working on it."

"It's harmful," a woman at one of the computers informed them, "but not lethal until it reaches eighty percent density. We're having the first reports of deaths from the center of Tokyo City."

He had gone forwards to stand behind the people, Caroline standing at the back closer to Mace. "And who are you?"

"Captain Marion Price, sir." She saluted.

"Oh, put your hand down," he groaned. "Don't salute."

"Jodrell Bank's traced a signal, Doctor, coming from five thousand miles above the Earth." Mace brought up a map. "We're guessing that's what triggered the cars."

Caroline glanced at the Doctor. "The Sontaran ship."

"NATO has gone to Defcon One. We're preparing a strike."

"You can't do that. Nuclear missiles won't even scratch the surface. Let me talk to the Sontarans." He began to work a few controls, Caroline stepping back to let him.

Mace looked over at him. "You're not authorized to speak on behalf of the Earth."

"I've got that authority. I earned that a long time ago." He stuck his sonic into the control system, likely connecting UNIT to the actual Sontaran fleet. "Calling the Sontaran Command Ship under Jurisdiction Two of the Intergalactic Rules of Engagement. This is the Doctor."

A Sontaran appeared on the screen, most likely the one they had met earlier. "Doctor, breathing your last?"

"My God," Mace breathed, "they're like trolls."

"Yeah, loving the diplomacy, thanks. So, tell me, General Staal, since when did you lot become cowards?" he went over and sat at one of the computers, putting up his feet.

"How dare you!" Staal looked quite offended.

"Oh," Mace scoffed, "that's diplomacy?"

"Doctor, you impugn my honor."

"Yeah, I'm really glad you didn't say belittle, because then I'd have a field day." He glanced back and winked at Caroline. "But poison gas? That's the weapon of a coward and you know it. Staal, you could blast this planet out of the sky and yet you're sitting up above watching it die. Where's the fight in that? Where's the honor? Or are you lot planning something else, because this isn't normal Sontaran warfare. What are you lot up to?"

"A general would be unwise to reveal his strategy to the opposing forces."

The Doctor nodded. "Ah, the war's not going so well, then. Losing, are we?"

"Such a suggestion is impossible."

Mace frowned. "What war?"

"The war between the Sontarans and the Rutans," he informed them. "It's been raging, far out in the stars, for fifty thousand years. Fifty thousand years of bloodshed, and for what?"

"For victory. Sontar-ha." The other Sontaran began to repeat the chant. "Sontar-ha. Sontar-ha. Sontar-ha. Sontar-ha. Sontar-ha."

The Doctor just sighed. "Give me a break." He flashed the television with his sonic, switching to a cartoon.

"Doctor." Mace moved to approach him. "I would seriously recommend that this dialogue is handled by official Earth representation."

The Doctor only flashed the television again. "Finished?"

"You will not be so quick to ridicule when you'll see our prize. Behold." Staal gestured behind himself, where the TARDIS was quite obviously parked. "We are the first Sontarans in history to capture a TARDIS."

Donna. They had Donna.

The Doctor shrugged. "Well, as prizes go, that's…noble. As they say in Latin, Donna nobis pacem. Did you never wonder about its design? It's a phone box. It contains a phone. A telephonic device for communication. Sort of symbolic. Like, if only we could communicate, you and I."

Staal laughed. "All you have communicated is your distress, Doctor."

"Big mistake though, showing it to me. Because I've got remote control." He held up his sonic.

"Cease transmission!" The screen went blank.

"Ah, well." The Doctor stood.

"That achieved nothing."

"Oh, you'd be surprised." He pat Mace on the back and went over the Caroline. "Thoughts?"

She glanced at Martha. "Can Sontaran clone species other than human?"

"Very good." Together, the Doctor's hand on her back, they went over to where 'Martha' was flipping through papers, scanning the canister of gas. He pulled the clipboard from her hand for the two of them to read.

"There's carbon monoxide, hydrocarbons, nitrogen oxides, but ten percent unidentified. Some sort of artificial heavy element we can't trace. You ever seen anything like it?"

The Doctor shook his head. "It must be something the Sontarans invented. This isn't just poison. They need this gas for something else. What could that be?"

"Launch grid online and active," Price called behind them, making the Doctor turn.

"Positions, ladies and gentlemen, Defcon One initiatives in progress."

"What?" The Doctor strode over. "I told you not to launch."

"The gas is at sixty percent density. Eighty percent and people start dying, Doctor. We've got no choice."

The launch continued. "Launching in sixty, fifty nine, fifty eight, fifty seven, fifty six… Worldwide nuclear grid now coordinating. Fifty four, fifty three…"

"You're making a mistake, Colonel," the Doctor warned. "For once, I hope the Sontarans are ahead of you."

"North America, online. United Kingdom, online. France, online. India, online. Pakistan, online. China, online. North Korea, online. All systems locked and coordinated. Launching in ten, nine, eight, seven, six, five…"

Mace sighed. "God save us."

"Four, three, two, one…zero." And then the screen went blank.

Mace frowned. "What is it? What happened? Did we launch? Well, did we?"

Price shook her head. "Negative, sir. The launch codes have been wiped, sir. It must be the Sontarans."

"Can we override it?"

"Trying it now, sir."

The Doctor made his way over to where Martha and Caroline had been standing. "Missiles wouldn't even dent that ship, so why are the Sontarans so keen to stop you? Any ideas?"

Caroline had quite a few, but she knew he was asking 'Martha', the Sontaran clone. "How should I know?"

"Enemy within!" Ross's voice came from the radio. "At arms! Greyhound Forty declaring absolute emergency. Sontarans within factory grounds. East corridor, grid six."

"Absolute emergency," Mace confirmed. "Declaring Code Red. All troops, Code Red."

"Get them out of there," the Doctor said, and Caroline wondered if humans actually stood any chance against a Sontaran fleet.

"All troops, open fire!"

There was the sound of clicking, but no gun shots. "Guns aren't working. Inform all troops, standard weapons do not work." There was quite a lot of shouting and screaming then as, most likely, all of the soldiers died. The Doctor turned and took Caroline's hand. They had dealt with a little death before, but nowhere near this much. She'd never heard this many people dying at once. "Tell the Doctor it's that cordolaine signal. He's the only one who can stop them."

And then only static.

"Greyhound Forty, report. Over." Nothing. "Greyhound Forty, report. Greyhound Forty, report."

The Doctor grimaced at him. "He wasn't Greyhound Forty. His name was Ross. Now listen to me, and get them out of there!" he was gripping Caroline's hand quite tightly as he shook with anger.

Mace actually did look a bit upset. "Trap One to all stations. Retreat. Order imperative. Immediate retreat." More reports of soldiers dying. "They've taken the factory."

"Why? They don't need it. Why attack now? What are they up to?" He sighed. "Times like this, I could do with the Brigadier. No offence."

Mace shook his head. "None taken. Sir Alistair's a fine man, if not the best. Unfortunately, he's stranded in Peru."

"Launch grid back online," Price announced. But this time, only a second later, the screen went black. "They're inside the system, sir. It's coming from within UNIT itself."

"Trace it. Find out where it's coming from, and quickly. Gas levels?"

"Sixty six percent in major population areas, and rising."

Mace turned to the Doctor, though the fact Caroline was there with him meant he had to acknowledge her as well. "Why are they defending the factory only after we were inside?"

"Because they wanted UNIT here," the Doctor said slowly, working through it. "You gave them something they needed. Something now hidden inside the factory. Something precious."

"We've got to recover it. This cordolaine signal thing, how does it work?"

"It's the bullets. It causes expansion of the copper shell."

"Excellent." Mace left. "I'm on it."

The Doctor sighed. "For the billionth time, you can't fight Sontarans." He turned to Caroline. "Phone?"

She pulled hers from her pocket, handing it to him. They went into what must have been Mace's private office, given its location, and Caroline stood close enough that she could hear what was being said on the other end of the line. They had closed the door, but it was better to be safe.

Donna answered. "What's happened? Where are you? What happened to Caroline?"

"Still on Earth. She's fine, she's here. But don't worry, I've got my secret weapon."

"What's that?"

"You."

"Oh. Somehow that's not making me happy. Can't you just zap us down to Earth with that remote thing?"

The Doctor shrugged. "Yeah, I haven't got a remote, though I really should. I need you on that ship. That's why I made them move the TARDIS. I'm sorry but you've got to go outside."

"But there's Sonteruns out there."

"Sontarans," Caroline corrected.

"But they'll all be on battle stations right now. They don't exactly walk about having coffee. I can talk you through it."

"But what if they find me?"

"I know, and I wouldn't ask, but there's nothing else I can do. The whole planet is choking, Donna."

Donna was quiet for a second. "What do you need me to do?"

"The Sontarans are inside the factory which means they've got a teleport link with the ship, but they'll have deadlocked it. I need you to reopen the link."

"But I can't even mend a fuse."

"Donna," the Doctor interrupted, "stop talking about yourself like that. You can do this. I promise."

A few seconds of silence. "There's a Sonterun…Sontaran."

"Did he see you?"

"No, he's got his back to me."

The Doctor nodded. "Right, Donna, listen. On the back of his neck on his collar there's a sort of plug, like a hole. The Probic vent. One blow to the Probic vent knocks them out."

"He's going to kill me."

"I'm sorry. I swear I'm so sorry, but you've got to try."

Another bit of quiet and then a thud. "Back of the neck."

"Now then, you got to find the external junction feed to the teleport."

"What- what's it look like?"

"A circular panel on the wall. Big symbol on the front, like a, like a letter T with a horizontal line through it. Or, or, two Fs back to back."

"Oh. Well, there's a door."

"Should be a switch by the side."

"Yeah there is. But it's Sontaran shaped, you need three fingers."

"You've got three fingers."

"Oh, yeah." A whooshing sound. "I'm through."

The Doctor kissed the phone, making Caroline smile. "Oh, you are brilliant, you are."

"Shut up. Right. T with a line through it."

Caroline glanced through the window, pulling on the Doctor's arm as had Mace returned. "Got to go. Keep the line open."

"Counter-attack," Mace announced, ignoring the Doctor's worry.

"I said, you don't stand a chance."

"Positions. That means everyone." He tossed them each a gas mask.

'Martha' strode over. "You're not going without me."

"Wouldn't dream of it," the Doctor mumbled, checking that Caroline had properly secured her mask.

 **A/N: Thankfully, Caroline wasn't taken with the TARDIS, giving her the chance to help the Doctor in any way she can. I wonder if she'll really think about what Martha had warned her about, and how she'll react to what the Doctor does.**


	11. Selfish

**Selfish**

Caroline nodded at him. "Yours?" The Doctor grinned.

The crowd traveled back out to the ATMOS factory. It appeared like most of UNIT had gathered together, all of them wearing gasmasks.

"Latest firing stock," Mace said as he walked over, holding out some sort of gun for them to see. "What do you think, Doctor?"

"Are you my mummy?" Caroline stared at the Doctor until he winked at her.

Mace sighed. "If you could concentrate. Bullets with a rad-steel coating. No copper surface. Should overcome the cordolaine signal."

Caroline frowned. "The Sontarans have lasers and it's extremely difficult to see in this fog."

The Doctor nodded. "The night vision doesn't work."

"Thank you, Doctor, Caroline." He glanced at Caroline, and she had the impression that he had almost forgotten she was still there. "Thank you for your lack of faith. But this time, I'm not listening." He removed his gasmask and turned to the gathered soldiers. "Attention, all troops. The Sontarans might think of us as primitive, as does every passing species with an axe to grind. They make a mockery of our weapons, our soldiers, our ideals. But no more! From this point on, it stops. From this point on, the people of Earth fight back, and we show them! We show the warriors of Sontar what the human race can do. Trap One to Hawk Major! Go, go, go!"

There was a sudden massive downdraft, making Caroline stumble slightly from the force. The Doctor was quick to grab her arms and help keep her in place, the pair of them looking up at the large ship that was lowering itself, blowing away all of the gas.

"It's working!" Mace shouted over the winds. "The area's clearing. Engines to maximum."

"It's the _Valiant_ ," the Doctor grimaced and his grip on Caroline's arms tightened.

"UNIT Carrier Ship _Valiant_ reporting for duty, Doctor. With engines strong enough to clear away the fog."

Everyone was finally able to pull off their masks, the air perfectly clear, at least in this space. It was true, the _Valiant_ had blown away the gas here, but there was no saying what had happened elsewhere. The rest of the world was still slowly chocking.

"Whoa," the Doctor nodded, finally letting go of Caroline's arms, "that's brilliant."

"Getting a taste for it, Doctor?" Mace chuckled.

He shook his head and grabbed Caroline's hand again. "No, not at all. Not me." The _Valiant_ must have meant something to him, he wouldn't have reacted this way to a simple ship. Some sort of memory, some sort of trauma.

" _Valiant_ , fire at will."

Six green lasers shot out from the _Valiant_ and converged on the ATMOS factory while UNIT soldiers used rocket launchers on the ground. The reaction was quick and it seemed like the Sontarans were overpowered, giving UNIT access to the factory once again.

Mace led the way down a hall way. "East and north secure. Doctor?" However, when he turned around, he found the trio hurrying down another corridor, the Doctor pulling out Caroline's phone again.

"Donna, hold on. We're coming."

'Martha' frowned at them, following a little ways behind because the Doctor was still holding onto Caroline's hand. "Shouldn't we follow the Colonel?"

He pulled out his sonic, scanning the area as they walked. "Nah, you and me, Caroline Attwater, Martha Jones. Just like old times." Technically, the old times were only with the actual Martha. But Caroline was still there now, still holding his hand, and he was never going to forget her. "Alien technology, this-a way."

They went down a few stairs until they reached the basement, lights flickering on with their arrival. "No Sontarans down here," the Doctor nodded. "They can't resist a battle. Here we go." He pushed open the door of a dimly lit laboratory, gazes immediately landing on the real Martha. She was strapped to a metal rack, asleep. "Oh, Martha, I'm so sorry." He checked her pulse, Caroline attempting to judge how tightly she was actually secured. "Still alive."

Martha's clone cocked a gun at them, though it was more directly at the Doctor's head.

"Am I supposed to be impressed?" he asked, not reacting. Caroline tried to emanate him, though she was finding it a bit more difficult.

"Wish you carried a gun now?"

He shook his head. "Not at all."

"I've been stopping the nuclear launch all this time."

"Doing exactly what I wanted. I needed to stop the missiles, just as much as the Sontarans. I'm not having Earth start an interstellar war. You're a triple agent."

Martha's clone frowned, irritated. "When did you know?"

The Doctor stood and walked around 'Martha'. "About you? Oh, right from the start. Reduced iris contraction, slight thinning of the hair follicles on the left temple." He pointed towards Caroline.

"Your reaction to family," she offered.

The Doctor nodded. "And, frankly, you smell. You might as well have worn a t-shirt saying clone. Although, maybe not in front of Captain Jack. I'll tell you about him soon, Caroline...actually, maybe not. You remember him, don't you? Because you've got all her memories. That's why the Sontarans had to protect her, to keep you inside UNIT. Martha Jones is keeping you alive." He had returned to the actual Martha and, in one smooth motion, pulled the device off of her head.

The clone collapsed as Martha jolted awake, screaming. Caroline ran for the gun as the Doctor comforted Martha, freeing her from the chair. "It's all right, it's all right, I'm here, I'm here. I've got you, I've got you."

"There was this thing, Doctor, this alien, with this head…" Martha spoke quickly, still slightly disoriented.

Her mobile rang.

"Oh! Blimey, I'm busy. Got it?" Caroline hurried over as Donna spoke.

"Yes. Now hurry up."

"Take off the covering. All the blue switches inside flick them up like a fuse box, and that should get the teleport working."

Martha stared over their shoulders at the clone, who was stirring. "Oh, my God. That's me."

The Doctor pulled off his coat and handed it to Martha, who'd been forced into some sort of medical gown. Together, with Caroline, they went over to the teleport to begin fixing it from this end, though it was the Doctor doing most of the work. Martha, in turn, went to sit by the clone.

"Don't touch me." The clone flinched away as Martha reached out. The Doctor very quickly explained part of his plan to Caroline, as well as a little bit more about how the teleport worked.

"It's not my fault. The Sontarans created you, but you had all my memories."

"You've got a brother, sister, mother and father."

"If you don't help me, they're going to die."

"You love them."

"Yes. Remember that?"

"The gas," the Doctor called over. "Tell us about the gas." They could just barely hear the conversation the two women were having.

"He's the enemy," the clone spat.

"Then tell me. It's not just poison, what's it for? Martha, please."

The clone hesitated. "Caesofine concentrate. It's one part of Bosteen, two parts Probic five."

The Doctor straightened, stepping out of the teleport. "Clonefeed. It's clonefeed!"

"What's clonefeed?" Martha asked, frowning.

"Like amniotic fluid for Sontarans. That's why they're not invading. They're converting the atmosphere, changing the planet into a clone world. Earth becomes a great big hatchery. Because the Sontarans are clones, that's how they reproduce. Give them a planet this big, they'll create billions of new soldiers. The gas isn't poison, it's food!" The Doctor ran back into the teleport, needing to hurry now.

The clone winced. "My heart. It's getting slower."

"There's nothing I can do."

"In your mind, you've got so many plans. There's so much that you want to do."

Martha nodded. "And I will. Never do tomorrow what you can do today, my mum says, because-"

"Because you never know how long you've got. Martha Jones…all that life…" she exhaled and the clone was dead. Martha took her engagement ring back while Caroline grabbed the phone, hearing Donna shout something.

"Doctor! Blue switches done, but they've found me!"

The Doctor jumped out of the teleport, flashing his sonic at it. "Now!" Donna appeared on the pad, looking terrified, before running forwards and hugging the Doctor.

"Have I ever told you how much I hate you?"

"Hold on, hold on. Get off me, get off me." Donna just turned to hug Caroline instead. "Got to bring the TARDIS down." He soniced the controls again. "Right, now. Martha, you coming?"

Martha looked down at the phone the clone had been carrying, a simple yes or no question about the launch team displayed. "What about this nuclear launch thing?"

He shrugged. "Just keep pressing N. We want to keep those missiles on the ground."

Donna wasn't that surprised to see Martha there, but she was to see the clone behind her. "There's two of them."

Caroline nodded. "Quite a long story."

"Here we go." The Doctor grinned, motioning for all of them to join him inside the teleport. "The old team, back together. Well, the new team."

"We're not going back on that ship!"

The Doctor shook his head. "No, no, no. No. I needed to get the teleport working so we could get to…" they teleported back to Rattigan Academy "…here! The Rattigan Academy, owned by…" he reached out a hand to stop Caroline, who had ended up standing behind him, from stepping forward as Luke pointed a gun at them.

"Don't tell anyone what I did! It wasn't my fault, the Sontarans lied to me, they…"

The Doctor stormed forward and grabbed the gun from him, throwing it away, before stalking out of the room. The three companions hurried after him. "If I see one more gun…"

Donna glanced at Martha, who was still wearing the Doctor's coat. "You know, that coat sort of works."

Martha laughed, blushing. "I feel like a kid in my dad's clothes."

"Oh well, if you're calling him dad, you're definitely getting over him."

Caroline rushed forward to the Doctor, who was running around the lab from before. He appeared to be grabbing components from random devices that Luke's students had left behind, combining them. Once he spotted her, he just pointed at a few objects and she grabbed them for him.

"That's why the Sontarans had to stop the missiles," he explained as he worked. "They were holding back. Because caesofine gas is volatile, that's why they had to use you to stop the nuclear attack. Ground-to-air engagement could spark off the whole thing."

Caroline frowned. "They want to set fire to the atmosphere?"

"Yeah," the Doctor nodded. "They need all the gas intact to breed their clone army. And all the time we had Luke here in his dream factory. Planning a little trip, were we?"

"They promised me a new world," Luke mumbled, looking away.

"You were building equipment, ready to terraform El Mondo Luko so that humans could live there and breathe air with this." He looked at the device he'd built. "An atmospheric converter."

A second later, he had grabbed it and they were running back outside. Now, they couldn't even see London, it was covered in such thick fog. Caroline didn't know if she knew anyone in London at the moment, all the friends she knew about were out of the country. But Donna and Martha's families were there, chocking, most of Earth was chocking.

"That's London," Donna breathed, staring out at it while the Doctor fidgeted with the converter. "You can't even see it. My family's in there."

"If I can get this on the right setting…" he mumbled.

Martha stepped forward, frowning. "Doctor, hold on. You said the atmosphere would ignite."

He grinned. "Yeah, I did, didn't I?"

He pressed a button and a burst of flame shot up into the sky. The gas ignited and spread, burning through the clouds and revealing a brilliantly blue sky. Earth had been saved.

"He's a genius," Luke laughed.

"Just brilliant."

The Doctor was grinning, confident, and Caroline was laughing. But then his face fell, eyes hardening, and Caroline was horribly worried.

"Now we're in trouble." He grabbed the converter again and ran back into the building, Caroline only a step behind. It was clear he was returning to the teleport, and she stopped a second before he had stepped inside, sonicing it on the way.

"Right, so…" he swallowed and Caroline knew that expression. "Donna, thank you for everything. Martha, you too. Oh, so many times. Caroline, it has been my pleasure. Luke," he sighed, "do something clever with your life."

Caroline was staring with her eyes wide. He couldn't, he wouldn't. They'd only just started, he'd only just begun to show her the universe. "You're saying goodbye." As had become tradition, Donna spoke what Caroline was thinking.

"Sontarans are never defeated. They'll be getting ready for war. And, well, you know," he looked down, "I've recalibrated this for Sontaran air, so…"

She stepped back, standing alongside Martha and Donna. "You're going to ignite them."

Donna nodded. "You'll kill yourself."

"Just send that thing up on its own," Martha tried. "I don't know. Put it on a delay."

"I can't…"

"Why not?"

He sighed. "I've got to give them a choice." And then he teleported away.

Caroline clutched her mouth, all three of the companions suffering from the fact the Doctor was sacrificing himself in order to offer the Sontarans, who most likely wouldn't care, the chance to survive.

"I hate that man," Martha whispered. They stared at the teleport, wishing that the Doctor would reappear, reveal some convoluted plan that would result in his safety. Because Caroline didn't know what she would do. It had hardly been any time, but his world was already so wonderfully different and dangerous.

And he made her feel so impossibly loved.

Luke rushed forwards, messing with some of the controls.

"What are you doing?"

"Something clever." And then he had teleported away too, up to the Sontaran ship.

The Doctor reappeared a second later, falling to the ground struggling for breath. It only took his companions a few seconds before they rushed forward to help him stand. And for Donna and Martha to slap him.

|C-S|

The Doctor found Caroline sitting on the steps of the TARDIS. Donna was checking on her family, Martha was ensuring UNIT was still functioning properly, but Caroline had no one to check on.

"How are you?"

She picked at a loose threat in the sleeve of her sweater. "You were going to sacrifice yourself. To save the Sontarans."

"They deserved it."

"This wasn't a fixed event, then." Caroline looked up.

"That was different-"

"I know." She nodded. "Pompeii was a fixed event. You had to, you had no choice. But, if you were willing to change things here, if you were willing to alter the course of events, one can assume that means they weren't fixed. Which meant everything you did was completely your choice. You were going to sacrifice yourself because you wanted to."

He'd done it again. He'd done the dangerous thing. He'd picked up the person with barely any connections, with a bursting desire for adventure that would never be silenced, not even when he abandoned them. He'd chosen someone who wanted to travel and had no life to return to when he was finally forced to leave them.

And he'd always gotten attached. He'd always found love, or friendship. And then he'd have to leave them, because that was too dangerous. Because they were human and he was a Time Lord and he'd keep living and they'd die. And he'd just end up with broken hearts, again.

If he was clever, he'd leave them. He'd never even pick anyone in the first place. He'd just be a lonely man traveling in the universe.

But, most of the time, he wasn't a clever man. Most of the time, he was a very stupid and a very selfish man.

"I'm sorry."

"Good."

He held out a hand, not certain what he was hoping for. "Want to come see how Donna is?" Would she want to be left at home? Would he be alone again, abandoned in the universe? It seemed to be his destiny, and maybe that's why he was refusing. He had never been good at listening to people who tried to dictate what he did with his future.

They retrieved Martha first. She wanted to say goodbye to Donna before leaving, for good. And the Doctor understood that, he did. He knew that's what would happen to most people he left, in the end. They would rebuild their lives using what he'd taught them, protect the Earth. Become stronger.

But they had to suffer to do that. They had to readjust to a life without aliens and running and traveling through time. They had to relearn how to be human and normal again. How to bounce back after he'd ruined them.

Next they hunted down Donna.

"How were they?" Martha asked her.

Donna smiled, shrugging. "Oh, same old stuff. They're fine." She walked up to stand by the console next to all of them. "So, you going to come with us? We're not exactly short of space." Caroline giggled.

"Oh, I have missed all this, but, you know." Martha looked around them, nodding. "I'm good here, back at home. And I'm better for having been away. Besides," she held up her engagement ring, "someone needs me. Never mind the universe, I've got a great big world of my own now." She walked towards the open doors, laughing.

Only for them to slam shut and the TARDIS to activate on its own accord, sending them all flying. Everyone clung to some different object, trying to gain traction as the TARDIS flung them through the universe.

"What?" the Doctor shouted. "What?"

"Doctor, don't you dare!" Martha managed to glare at him.

"No, no, no!" he tried to pull himself closer to the controls. "I didn't touch anything. We're in flight. It's not me."

"Where are we going?" Donna asked. Caroline would have said something, but she was already trying to determine how dangerous something that could hijack the TARDIS could be.

"I don't know. It's out of control!"

Martha shook her head. "Doctor, just listen to me. You take me home. Take me home right now!"

But the Doctor couldn't do anything, not anymore, not while the TARDIS flew through the Universe to some point not even he could determine.

 **A/N: Caroline's not that happy with the fact the Doctor was willing to sacrifice himself, but she's made the Doctor think. I always felt like the 10th Doctor, in particular, was someone who thought about the fact he would have to leave companions behind eventually, so I wanted to include that in this story :)**


	12. Two Hearts

**Two Hearts**

They'd all managed to reach the console, each grabbing on to different sides, though the Doctor was currently in the process of trying to regain control of the TARDIS. Caroline could feel the mounting anticipation, which included her own fear. Something else was controlling the TARDIS. Maybe it was the TARDIS itself, but maybe it was something else.

And she didn't want to meet that something else.

"What the hell's it doing?" Donna shouted.

"The control's not working!" he tried to turn something but it sparked, sending him falling backwards. "I don't know where we're going, but my old hand's very excited about it."

Caroline turned to look at him, eyes wide. That was his hand? Time Lords were like chameleons?

Donna gasped. "I thought that was just some freaky alien thing. You telling me it's yours?"

He shrugged, pulling himself up. "Well."

"It got cut off," Martha explained. "He grew a new one."

"You're completely impossible," Donna laughed.

"Not impossible." The Doctor grinned. "Just a bit unlikely."

There was a bang, more sparks that sent them all back from the console, before the TARDIS finally settled. They all took a few seconds to catch their breath before the Doctor leapt up and ran outside. Caroline, who was the next closest to the door, was out after him.

They appeared to have landed in a junkyard. In indoor junkyard.

"Why would the TARDIS bring us here, then?" the Doctor frowned, turning around in a circle while his companions watched.

Martha grinned. "Oh, I love this bit."

Caroline glanced at her. "I thought you wanted to go home."

"I know, but all the same, it's that feeling you get."

Donna nodded. "Like you swallowed a hamster?"

Someone burst through a doorway behind them. "Don't move! Stay where you are! Drop your weapons!" Three men ran in, each of them holding rifles, so they all decided to obey them.

"We're unarmed. Look, no weapons. Never any weapons. We're safe."

One of the soldiers nodded towards them. "Look at their hands. They're clean."

"All right, process them. Him first."

Two of the soldiers grabbed the Doctor's arm, pulling him towards some large machine against the wall, while the companions jogged after them.

"Oi, oi. What's wrong with clean hands?"

"What's going on?"

They pushed his right arm inside the machine.

"Leave him alone."

He winced, holding onto the outer edge of the machine. "Something tells me this isn't about to check my blood pressure. Argh!"

"What are you doing to him?" Donna asked.

"Everyone gets processed," the soldier offered as explanation.

"It's taken a tissue sample," the Doctor explained. "Ow, ow, ow, ow, ow, ow, ow, ow. And extrapolated it. Some kind of accelerator?" He stepped back as the machine released, letting the three of them rush over to check on him.

Martha took his hand, the other doctor out of all of them. "Are you all right?" there was a graze on the back of his hand, but it didn't appear to be anything too dangerous.

The Doctor, however, was focused on the large set of doors next to the machine that had trapped his hand. "What on earth? That's just-"

The doors slid open and, amidst steam and a brightly lit interior, a woman emerged. She was rather short, with blonde hair in a ponytail and the same military uniform as the other three soldiers. The first soldier walked over, handing her a rifle. "Arm yourself."

"Where did she come from?" Martha asked, whispering.

"From me."

"From you?" Donna looked between the Doctor and the woman. "How? Who is she?"

The woman checked that the rifle was ready for use, handling it like she already knew exactly how to use it. "Well," the Doctor shrugged, "she's, well, she's my daughter."

She smiled. "Hello, Dad."

"You primed to take orders? Ready to fight?"

The woman nodded, walking down to join the soldiers. "Instant mental download of all strategic and military protocols, sir. Generation five thousand soldier primed and in peak physical health. Oh, I'm ready." They had some sort of barricade, and she took her place.

Caroline watched her. "You said daughter?"

He nodded. "Mmm. Technically."

"Technically how?"

"Progenation. Reproduction from a single organism. Means one parent is biological mother and father. You take a sample of diploid cells, split them into haploids, then recombine them in a different arrangement and grow. Very quickly, apparently."

Caroline glanced at Donna. "Like cloning."

"Something's coming," the Doctor's daughter said. There were a few shadows on the tunnel wall past the barricade, but the moment the actual figures came into view they started firing.

"It's the Hath!" the soldiers responded with fire of their own.

"Get down!"

The four travelers took cover. The Hath appeared to be creatures similar to fish, wearing breathing masks. And attempting to kill all of them.

"We have to blow the tunnel. Get the detonator!"

"I'm not detonating anything," the Doctor rushed to help a wounded soldier who had fallen, but the Hath had breached the barricade and one grabbed Martha. Caroline was thankful she and Donna, at least, were a bit further back.

The Doctor's daughter fought one hand to hand for a few seconds before grabbing the detonator.

"Blow the thing! Blow the thing!"

"Martha!" the Doctor screamed, watching as the Hath dragged her away. "No. Don't."

His daughter didn't listen. She hit the button and, as the alarm sounded, they all ran from the explosion that brought down the roof.

"You've sealed off the tunnel," the Doctor said, walking back to see the damage. "Why did you do that?"

His daughter shrugged. "They were trying to kill us."

"But they've got my friend."

"Collateral damage. At least you've still got them," she nodded at Donna and Caroline. "He lost both his men. I'd say you came out ahead."

Donna stepped forwards. "Her name's Martha. And she's not collateral damage, not for anyone. Have you got that, GI Jane?"

"I'm going to find her." The Doctor began to walk forwards, but they were stopped by the other soldier.

"You're not going nowhere. You don't make sense, you three. No guns, no marks, no fight in you. I'm taking you to General Cobb. Now, move."

|C-S|

The soldier led the way through the tunnels, with Donna and the Doctor's daughter behind him. Caroline walked at the back with the Doctor.

"I'm Donna. What's your name?"

The Doctor's daughter shrugged. "Don't know. It's not been assigned."

"Well, if you don't know that, what do you know?"

She didn't even need to think hard about it. "How to fight."

Caroline frowned. "Nothing else?"

The Doctor nodded. "The machine must embed military history and tactics, but no name. She's a generated anomaly."

"Generated anomaly. Generated." Donna nodded, smiling. "Well, what about that? Jenny."

Jenny smiled. "Jenny. Yeah, I like that. Jenny."

Donna glanced at the Doctor. "What do you think, Dad?"

"Good as anything, I suppose."

"Not what you'd call a natural parent, are you?"

He shrugged. "They stole a tissue sample at gunpoint and processed it. It's not what I call natural parenting."

"Rubbish. My friend Nerys fathered twins with a turkey baster. Don't bother her."

"You can't extrapolate a relationship from a biological accident."

Donna laughed. "Child Support Agency can."

"Look, just because I share certain physiological traits with simian primates doesn't make me a monkey's uncle, does it?" the Doctor hurried forward, head lowered.

Jenny stopped. "I'm not a monkey. Or a child."

Caroline raised her eyebrows, but said nothing.

The Doctor ignored Jenny for the rest of the walk to the large domed room. It appeared to be the human base, given the amount of humans running around what looked like an underground theater, and the progenation machine on the side.

"So, where are we? What planet's this?" the Doctor asked the solider.

"Messaline." He brought them across the room. "Well, what's left of it."

"-663, 75 deceased," a voice came over the speakers. "Generation 6671, extinct. Generation 6672, 46 deceased. Generation 6680, 14 deceased. Generation-"

Donna turned in a small circle. "But this is a theatre."

"Maybe they're doing _Miss Saigon_."

Caroline glanced at the window near the ceiling. "It looks like an underground town or city."

Donna nodded. "But why?"

Another soldier approached, though he was clearly much older than the others, with a white beard.

"General Cobb, I presume," the Doctor looked him up and down.

"Found in the Western tunnels, I'm told, with no marks. There was an outbreak of pacifism in the Eastern Zone three generations back, before we lost contact, is that where you came from?"

The Doctor leapt on the offer. "Eastern Zone, that's us, yeah. Yeah. I'm the Doctor, this is Donna, this is Caroline."

Jenny smiled. "And I'm Jenny."

Cobb frowned. "Don't think you can infect us with your peacemaking. We're committed to the fight, to the very end."

"Well, that's all right. I can't stay, anyway. I've got to go and find my friend."

Cobb nearly laughed. "That's not possible. All movement is regulated. We're at war."

The Doctor nodded. "Yes, I noticed. With the Hath. But tell me, because we got a bit out of circulation, Eastern Zone and all that. So who exactly are the Hath?"

Cobb brought them through the base, to somewhere a bit further away from the rest of the soldiers. "Back at the dawn of this planet, these ancient halls were carved from the earth. Our ancestors dreamt of a new beginning. A colony where human and Hath would work and live together."

"So what happened?"

"The dream died. Broken, along with Hath promises. They wanted it all for themselves. But those early pioneers, they fought back. They used the machines to produce soldiers instead of colonists, and began this battle for survival."

Caroline nodded at the window. "There's nothing but earth outside. Why build everything underground?"

The first soldier shrugged. "The surface is too dangerous."

"Then why build windows in the first place?"

Donna stepped closer to a plaque under the window. "And what does this mean?"

"The rites and symbols of our ancestors," Cobb shook his head. "The meaning's lost in time."

"How long's this war gone on for?" the Doctor asked.

"Longer than anyone can remember. Countless generations marked only by the dead." Caroline couldn't help but notice the odd wording, but she had no idea why it would stand out to her. There was the fact that this building didn't look old, but perhaps the civilization was quite good at repairing any damages from time.

Donna raised her eyebrows. "What, fighting all this time?"

Jenny nodded. "Because we must. Every child of the machine is born with this knowledge. It's our inheritance. It's all we know. How to fight, and how to die."

They reached a 3D hologram of what must have been the collection of tunnels. "Does this show the entire city, including the Hath zones?"

"Yes. Why?"

"Well, it'll help us find Martha."

The other soldier sighed. "We've more important things to do. The progenation machines are powered down for the night shift, but soon as they're active, we could breed a whole platoon from you three."

Donna scoffed. "I'm not having sons and daughters by some great big flipping machine." She turned to Jenny. "Sorry, no offence, but you're not. Well, I mean, you're not real."

Jenny laughed. "You're no better than him. I have a body, I have a mind, I have independent thought. How am I not real? What makes you better than me?"

Caroline found herself smiling. Looking at all of the soldiers, especially knowing that they were all clones from clones, meant that it was a bit difficult to remember that they were still as human as anyone else. But if the Doctor and Donna could accept aliens of various types, then they could begin to understand that these soldiers were just as real and just as human.

"Well said, soldier," Cobb nodded. "We need more like you, if ever we're to find the Source."

The Doctor glanced at Caroline, seeming distracted for a short second by her expression. "Ooo, the Source. What's that, then? What's a Source? I like a Source. What is it?"

"The Breath of Life."

"And that would be?"

"In the beginning, the great one breathed life into the universe," the soldier explained. "And then she looked at what she'd done, and she sighed."

Jenny nodded. "She. I like that."

"Right." The Doctor starched the back of his head. "So it's a creation myth."

"It's not a myth. It's real. That sigh. From the beginning of time it was caught and kept as the Source. It was lost when the war started. But it's here, somewhere. Whoever holds the Source controls the destiny of the planet."

The Doctor ran his hand through the hologram. "Ah! I thought so. There's a suppressed layer of information in this map. If I can just-" he used his sonic on the map, making it reveal even more tunnels and chambers.

"What is that," Donna asked, "what's it mean?"

Caroline frowned, holding out a hand like she wanted to touch the map but didn't. "A whole complex of tunnels hidden from sight."

"That must be the lost temple," Cobb gasped. "The Source will be inside. You've shown us the way. And look, we're closer than the Hath. It's ours." They returned to the larger collection of soldiers. "Tell them to prepare to move out. We'll progenate new soldiers on the morning shift, then we march. Once we reach the Temple, peace will be restored at long last."

The Doctor touched Cobb's arm to stop him. "Er, call me old-fashioned, but if you really wanted peace, couldn't you just stop fighting?"

"Only when we have the Source. It will give us the power to erase every stinking Hath from the face of this planet."

The Doctor's eyes widened. "Hand on, hang on. A second ago it was peace in our time. Now you're talking about genocide."

"For us, that means the same thing."

"Then you need to get yourself a better dictionary," the Doctor scoffed. "When you do, look up genocide. You'll see a little picture of me there, and the caption will read, 'over my dead body'."

Cobb laughed. "And you're the one who showed us the path to victory. But you can consider the irony from your prison cell. Cline, at arms." The soldier, apparently Cline, pointed his pistol at them again.

"Oi, oi, oi. All right. Cool the beans, Rambo."

"Take them, I won't have them spreading treason. And if you try anything, Doctor, I'll see that your woman dies first."

The Doctor shook his head. "No, we're…we're not a couple."

"I am not his woman."

Caroline smiled at them. This seemed to be a pattern with the pair of them.

Cline pointed to the side with his weapon. "Come on. This way."

"I'm going to stop you, Cobb. You need to know that."

Cobb shrugged. "I have an army and the Breath of God on my side, Doctor. What'll you have?"

The Doctor pointed to his head. "This."

Cobb only scoffed. "Lock them up and guard them."

"What about the new soldier?" Cline asked when Jenny stepped forwards.

Cobb shrugged. "Can't trust her. She's from pacifist stock. Take them all."

|C-S|

The cell was very clearly make-shift, though it would keep the four of them contained. The three time travelers stood on a small circle, while Jenny stood to the side.

"More numbers," Donna noted. "They've got to mean something."

The Doctor snorted, sitting on the cot. "Makes as much sense as the Breath of Life story."

"You mean that's not true?"

"No, it's a myth." Donna sat next to the Doctor. "Isn't it, Doctor?"

He nodded. "Yes, but there could still be something real in that temple. Something that's become a myth. A piece of technology, a weapon."

"If the Source is a weapon, we most likely have just given Cobb the directions," Caroline leaned against the wall.

"Oh, yes."

"Not good, is it?"

"That's why we need to get out of here, find Martha and stop Cobb from slaughtering the Hath." He looked up towards Jenny, who was watching him. "What…what are you…what are you staring at?"

Jenny smiled. "You keep insisting you're not a soldier, but look at you, drawing up strategies like a proper general."

"No, no. I'm trying to stop the fighting."

Jenny shrugged. "Isn't every soldier?"

The Doctor looked a bit shocked, looking between Jenny and Caroline. "Well, I suppose, that's…that's…technically…I haven't got time for this. Caroline, give me your phone. I need to give you a proper upgrade." He pulled out his sonic and began messing with Caroline's phone again. When they'd been calling Donna he hadn't needed to do much with her phone, but apparently in order to call on an actual alien world her phone needed some changes.

"And now you've got a weapon!" Jenny laughed.

"It's not a weapon."

"But you're using it to fight back. I'm going to learn so much from you." She smiled wider. "You are such a soldier."

The Doctor sighed. "Donna, Caroline, will you tell her?"

Donna smiled. "Oh, you are speechless. I am loving this! You keep on, Jenny."

"I have no problem," Caroline whispered, making Donna high-five her and the Doctor give her an exasperated look.

He managed to finish working on her phone, calling Martha. "Doctor?"

"Martha! You're alive!"

"Doctor! Oh, am I glad to hear your voice. Are you alright? All of you?"

He nodded. "I'm with Donna and Caroline. We're fine. What about you?"

Donna leaned forward. "And…and Jenny. She's fine too!"

"Yes, alright. And…and Jenny. That's the woman from the machine. The soldier. My daughter…except she isn't, she's…she's…anyway. Where are you?"

"I'm in the Hath camp. I'm okay, but something's going on. The Hath are all marching off to some place that's appeared on this map thing."

He shrugged. "Oh, that was me. If both armies are heading that way, there's going to be a bloodbath."

"What do you want me to do?"

"Just stay where you are, if you're safe there then don't move, d'you hear?"

"But I can help."

He was interrupted by loud cheering echoing down the hallway, making them all look up. "They're getting ready to move out. We have to get past that guard."

Jenny stepped forward. "I can deal with him."

The Doctor stood. "No, no, no, no. You're not going anywhere."

"What?"

"You belong here, with them."

"She belongs with us," Donna glared at him. "With you."

Caroline nodded. "She's your daughter, Doctor. Biologically." She had a guess about Jenny, after considering the various facts about the machine she could assume. A guess the Doctor would hate but he couldn't ignore.

"She's a soldier! She came out of that machine!"

"Have you got a stethoscope?" she asked, crossing her arms. "Give it to me."

The Doctor looked unhappy, but he did as Caroline asked. She turned to Jenny, making the woman move back. "What are you doing?"

"It will be alright. Just hold still." Slowly, Caroline placed the stethoscope on Jenny's chest, right then left. When she pulled back, she was smiling. Donna met her eyes and understood instantly. "Doctor, listen. Then you can start claiming where she belongs."

There was a chance the biological aspect wouldn't convince him. But she was almost certain that it would at least let Jenny stay with them. Jenny, while a soldier, was nice. Caroline knew it, Donna knew it, but the Doctor refused to see it. And Caroline could understand why. If he had lost his entire planet, his entire family, he wouldn't want to believe in the woman born from stolen skin cells.

The Doctor mimicked Caroline's movements with Jenny's hearts. Then he pulled away. "Two hearts."

Caroline nodded, holding his gaze. "Exactly."

Jenny looked between the three of them, for Donna had understood exactly what Caroline had been doing. "What's going on?"

"Does that mean she's a…what do you call a female Time Lord?" Donna asked the Doctor, but Caroline surprised everyone with how quickly she spoke.

"A Time Lady." She frowned, feeling a headache settling in. The Doctor moved like he wanted to touch her back but restrained himself.

"What's a Time Lord?" Jenny hadn't seemed to have noticed what had happened to Caroline.

The Doctor looked anywhere but Jenny. "It's who I am. It's where I'm from."

"And I'm from you."

He scoffed. "You're an echo, that's all. A Time Lord is so much more. A sum of knowledge, a code, a shared history, a shared suffering. Only it's gone now, all of it. Gone forever."

Her headache got worse and Caroline had to look away, towards a wall, to focus on anything but what the Doctor was saying and how he was looking between her and Jenny.

"What happened?" Jenny's voice had gone quiet, sensing the Doctor's pain.

"There was a war."

"Like this one?"

"Bigger. Much bigger."

"And you fought?" Jenny tilted her head. "And killed?"

"Yes."

Jenny sighed. "Then how are we different?"

The Doctor held Jenny's gaze while Donna moved closer to Caroline, gently touching her shoulder. "Are you alright?"

Caroline nodded. "Just a headache."

"Do you need anything?"

"I'm fine."

Jenny stepped back from the Doctor. "Now, you wait here." Caroline was paying attention just enough to note that the Doctor did as she said. The woman walked up to the door where Cline was standing guard. "Hey."

"I'm not supposed to talk to you. I'm on duty."

She shrugged. "I know. Guarding me. So, does that mean I'm dangerous, or that I need protecting?"

He turned to her. "Protecting from what?"

"Oh, I don't know. Men like you?" in a single motion, Jenny pulled Cline into a kiss while grabbing his pistol and pointing it at his stomach. "Keep quiet and open the door."

Donna, an arm around Caroline's shoulder as the headache faded, laughed. "I'd like to see you try that."

The Doctor glared at her.

 **A/N: The Doctor has met his daughter Jenny, and Caroline's already started to make certain observations about Jenny and their relationship. What else will she comment on?**


	13. The Goddess Breath

**The Goddess's Breath**

Jenny gestured them onwards and the four made their way downstairs, Caroline managing to step away from Donna as they walked. However, there was a guard at the lower flight of the staircase.

"That's the way out," the Doctor mumbled. Jenny just raised the pistol, aiming. "Don't' you dare."

Donna stepped forwards, adjusting her shirt. "Let me distract this one. I have picked up a few womanly wiles over the years."

The Doctor was quick to hold her back. "Let's save your wiles for later. In case of emergency." Instead, he rummaged through his pockets until he found a clockwork mouse. He set it on the ground and set it walking so that it made the guard turn around to look at it, only for Jenny to hit him in the shoulder, effectively knocking him out.

"I was going to distract him, not clobber him," the Doctor scolded.

Jenny shrugged. "Well, it worked, didn't it?"

Sighing, he bent down and searched through the guards pocket. "They must all have a copy of that new map." When he stood, he frowned at Jenny, as though debating if he wanted her to come. "Don't hurt anyone." Then he turned and made his way down the hall, making the rest hurry to keep up.

A little ways down the hall, he paused, studying his map. "Wait. This is it. The hidden tunnel. There must be a control panel." The Doctor went to a side panel on the wall and began to sonic it.

"It's another one of those numbers," Donna nodded, spotting them on a plaque above the wall. "They're everywhere."

Caroline frowned at them. "Some cataloguing system left by the original builders."

"You got a pen?" Donna asked the Doctor. "Bit of paper? Because, do you see, the numbers are counting down." He rummaged through his pockets until he found it. "This one ends in 1-4. The prison cell said 1-6."

Jenny shook her head at them. "Always thinking, all three of you. Who are you people?"

"I told you. I'm the Doctor."

"The Doctor." She frowned. "That's it?"

Donna shrugged. "That's all he ever says."

"So, you don't have a name either? Are you an anomaly, too?"

"No."

"Oh, come off it," Donna turned to him again. "You're the most anomalous bloke I've ever met."

He finally managed to get into the control panel. "Here it is."

"And Time Lords, what are they for, exactly?"

"For? They're not…they're not for anything."

"So what do you do?"

The Doctor shrugged. "I travel through time and space."

"He saves planets, rescues civilizations, defeats terrible creatures," Caroline told her.

"And runs a lot," Donna added. "Seriously, there's an outrageous amount of running involved.

The door opened. "Got it!"

"Squad five, with me!" Cobb's voice came from a distance.

"Now," the Doctor grinned, "what were you saying about running?"

However, they didn't get too far before an array of red laser beams crisscrossed across the passage.

Donna eyed them. "That's not mood lighting, is it?" The Doctor threw the mouse into them, and it disintegrated instantly. "No, I didn't think so."

"Arming device," he mumbled, turning to a blue box of controls.

"There's more of these." Donna pointed at the new set of numbers. "Always eight numbers, counting down the closer we get."

"Right, here we go."

"You'd better be quick."

"Corridor," Cobb shouted from behind them.

"The general!" She turned to run, but the Doctor stopped her.

"Where are you going?"

"I can hold them up."

He shook his head. "No, we don't need any more dead."

"But it's them or us."

"It doesn't mean you have to kill them!"

"I'm trying to save your life!"

"Listen to me." He leaned closer to Jenny. "The killing. After a while, it infects you. And once it does, you're never rid of it."

Jenny shook her head. "We don't have a choice."

"We always have a choice."

She stepped back and ran off. "I'm sorry."

"Jenny!" the Doctor called after her, but Jenny didn't stop. Quickly, gunfire started. "I told you," he grumbled, turning back to the controls. "Nothing but a soldier."

"She's trying to help," Caroline reminded him.

"Jenny, come on!"

"I'm coming!" she called back, thankfully.

The Doctor managed to turn the lasers off. "That's it!" Donna shouted.

"Jenny, leave it! Let's go!" The three that were there ran down the corridor to safety. When they turned, they found Jenny running up. "Jenny, come on! That's it."

"Hurry up," Donna urged.

Then the lasers reappeared.

"No, no, no, no, no, no." His eyes widened. "The circuit's looped back."

"Zap it back again."

"The controls are back there!"

Jenny glanced behind her. "They're coming."

"Wait!" he frantically looked around them, searching for anything that would save Jenny. "Just…there isn't…Jenny, I can't…"

She just smirked. "I'll have to manage on my own. Watch and learn, father." Jenny then stepped back and somehow managed to, perfectly, somersault through all of the laser beams, and land right in front of the Doctor.

"No way." Donna's eyes widened. "But that was impossible."

The Doctor only grinned. "Not impossible. Just a bit unlikely." He hugged Jenny tightly. "Brilliant. You were brilliant. Brilliant."

Jenny matched his grin, and Caroline could see where their familial relations were present. "I didn't kill him. General Cobb, I could have killed him but I didn't. You were right. I had a choice."

Cobb and the rest of the soldiers appeared at the other side of the lasers. "At arms."

"I warned you, Cobb. If the Source is a weapon, I'm going to make sure you never use it."

Cobb shrugged. "One of us is going to die today and it won't be me." The soldiers opened fire, and Caroline pulled the Doctor away after Donna and Jenny. They stopped running quickly, the Doctor pulling out his map again.

Jenny eyed Donna and Caroline, actually taking a chance to look at the pair of them completely. "So, you travel together, but you're not together?"

"What?" Donna looked horrified by the concept. "No. No. No way. No, no, we're friends, that's all. I mean, we're not even the same species. There's probably laws against it."

Jenny smiled. "And what's it like, the travelling?"

"Oh, never a dull moment. It can be terrifying, brilliant and funny, sometimes all at the same time. We've seen some amazing things though."

Caroline nodded. "Whole new worlds."

"Oh, I'd love to see new worlds."

"You will," Donna smiled. "Won't she, Doctor?"

"Hmm?" he glanced up from the map.

"Do you think Jenny will see any new worlds?"

He shrugged. "I suppose so."

"You mean…" she gasped "you mean you'll take me with you?"

"Well, we can't leave you here, can we?"

"Oh, thank you, thank you, thank you." She hugged him again, making him laugh. "Come on, let's get a move on."

"Careful," he called after her as she started running again, "there might be traps."

Donna shook her head. "Kids. They never listen." She eyed his expression. "Oh, I know that look. I see it a lot round our way. Bloke with pushchairs and frowns. You've got dad-shock."

"Dad-shock?"

She nodded. "Sudden unexpected fatherhood. Takes a bit of getting used to."

"No, it's not that."

"Well, what is it then? Having Jenny in the TARDIS, is that it? What's she going to do…cramp your style? Like you've got a sports car and she's going to turn it into a people-carrier?"

"Donna," he cut in, "I've been a father before."

"What?"

"I lost all that a long time ago, along with everything else."

"I'm sorry," Caroline whispered, and he managed to crack a small smile at her.

"I didn't know," Donna continued. "Why didn't you tell me, or us? You talk all the time, but you don't say anything."

He nodded and, without noticing, took Caroline's hand. "I know. I'm just…when I look at her now, I can see them. The hole they left, all the pain that filled it. I just don't know if I can face that every day."

"It won't stay like that. She'll help you. All of us will." Donna gestured to Caroline as well.

"But when they died, that part of me died with them. It'll never come back. Not now." His grip tightened on Caroline's hand.

Caroline made the Doctor stop for a second. "I think you're wrong, Doctor. The good in life doesn't always soften the bad, but the bad doesn't always spoil the good."

Before he could say something, Jenny ran back to them away from gunfire. "They've blasted through the beams. Time to run again. Love the running. Yeah?"

The Doctor smiled. "Love the running." With a squeeze of Caroline's hand, he pulled her off running.

Until they reached another dead end. The Doctor had been following their map, but it appeared there was some disparity between that and actuality. "We're trapped," Donna said.

"Can't be. This must be the Temple." His hand drifted out of Caroline's to touch the wall. "This is a door."

"And again," Donna pointed. "We're down to 1-2 now."

"I've got it!" the Doctor cheered, pulling the panel off the wall.

"I can hear them."

"Nearly done."

Donna frowned at the numbers, and Caroline looked over at her notes. "These can't be a cataloguing system."

"They're getting closer," Jenny urged.

"Then get back here!"

Caroline shook her head. "They're too similar."

"Too familiar," Donna agreed.

"Not yet," Jenny murmured.

"Now!" the Doctor ordered just as he got the door open. "Got it."

They rushed through into the temple. "They're coming! Close the door!" the Doctor pushed a few keys on another panel and the door closed again. "Oh, that was close."

The Doctor laughed. "No fun otherwise."

They all turned around to study the situation they'd found themselves in. "It's not what I'd call a temple," Donna commented.

"It looks more like…"

The Doctor nodded. "Fusion drive transport. It's a spaceship."

"The original one?" Caroline asked, studying the walls. "The one the first colonists arrived in?" She frowned. "But the power cells…"

He frowned, nodding. "The power cells would have run down after all that time. This one's still powered-up and functioning. Come on." They went up a set of stairs to find someone attempting to cut through another door.

"It's the Hath. That door's not going to last much longer. And if General Cobb gets through down there, war's gonna break out."

The Doctor spotted a computer. "Look, look, look, look, look. Ship's log!" He pressed a key. "First wave of Human/Hath co-colonization of planet Messaline."

"So it is the original ship," Jenny nodded.

"What happened?"

"Phase one, construction," the Doctor read. "They used robot drones to build the city."

Caroline leaned forwards. "Does it mention the war?"

He scrolled through the words. "Final entry. Mission commander dead. Still no agreement on who should assume leadership. Hath and humans have divided into factions. That must be it! A power vacuum. The crew divided into two factions and turned on each other. Start using the progenation machines, suddenly you've got two armies fighting a never-ending war."

Jenny glanced behind them. "Two armies who are now both outside."

Donna pointed at something on the screen. "Look at that!" It was more of the numbers.

"It's like the numbers in the tunnels."

She shook her head. "No, no, no, no. But listen," she turned to the Doctor and Caroline, who had been standing next to each other, "I spent six months working as a temp in Hounslow Library, and I mastered the Dewey Decimal System in two days flat. I'm good with numbers. It's staring us in the face."

"What is?"

"It's the date. Assuming the first two numbers are some big old space date, then you've got year, month, day. It's the other way round, like it is in America!"

The Doctor's eyes widened. "Oh! It's the New Byzantine Calendar!"

"The codes are completion dates for each section. They finish it, they stamp the date on. So the numbers aren't counting down, they're going out from here, day by day, as the city got built."

"Yes!" the Doctor cheered. "Oh, good work, Donna."

"Yeah! But you're still not getting it. The first number I saw back there was 6012-07-17."

Caroline stared at the screen. "Look at the date," she whispered.

"07-24. No," the Doctor breathed.

"What does it mean?"

"Seven days."

Donna nodded. "That's it. Seven days."

Caroline shook her head. "Just seven days."

Jenny looked between all of them. "What do you mean, seven days?"

"Seven days since war broke out."

"This war started seven days ago," Donna explained. "Just a week. A week!"

Jenny shook her head. "They said years."

"They said generations," Caroline stared at Jenny. "And with the progenation machines, they could have twenty generations in one day."

The Doctor nodded. "Each generation gets killed in the war, passes on the legend. Oh, Donna, you're a genius!" he hugged Donna tightly.

"But all the buildings, the encampments. They're in ruins."

"They're not ruined," Caroline said. "They're just empty."

"Waiting to be populated. Oh, they've mythologized their entire history. The Source must be part of that too. Come on." The Doctor took Caroline's hand again as they started running again, only this time when they stopped it was because Martha rounded a corner at the exact same moment.

"Doctor!"

"Martha!" he pulled away from Caroline to hug her. "Oh, I should have known you wouldn't stay away from the excitement."

Martha stepped back to look at his companions. "Donna!" she hugged the woman. "Caroline!" and her as well.

"Oh, you're filthy," Donna laughed. "What happened?"

"I…er…took the surface route."

There was a voice down the hall. "That's the General," the Doctor said. "We haven't got much time."

"We don't even know what we're looking for."

Martha frowned. "Is it me, or can you smell flowers?"

"Yes! Bougainvillea! I say we follow our nose." They turned and walked into what Caroline swore was a greenhouse. It was filled with giant plants of all sorts, some Caroline recognized and some she had never seen before. The fact the Doctor had her hand was the only reason she didn't begin actually examining the different plants. Though it was difficult to contain herself. "Oh, yes! Isn't this brilliant?"

Caroline nodded. "It's wonderful." He laughed at her, leading the way to a pedestal at the center of the room. There was a glass sphere on top filled with a shining gas, with a control panel to the side.

"Is that the Source?"

"It's beautiful," Jenny breathed.

"What is it?"

Caroline reached a hand out to touch the air around it. "Terraforming."

"It's a third generation terraforming device," the Doctor clarified.

"So why are we suddenly in Kew Gardens?"

"Because that's what it does." The Doctor gestured around them. "All this, only bigger. Much bigger. It's in a transit state. Producing all this must help keep it stable before they finally…"

The Hath and soldiers swarmed in from opposite sides of the garden, cocking their guns the moment they saw each other. The Doctor held his arms out, trying to keep them still. "Stop! Hold your fire!"

"What is this?" Cobb demanded. "Some kind of trap?"

"You said you wanted this war over."

"I want this war won."

He shook his head. "You can't win. No one can. You don't even know why you're here. Your whole history, it's just Chinese whispers, getting more distorted the more it's passed on." He stepped back, revealing the Source in it's entirely. "That is what you're fighting over. A device to rejuvenate a planet's ecosystem. It's nothing mystical. It's from a laboratory, not some creator. It's a bubble of gases. A cocktail of stuff for accelerated evolution. Methane, hydrogen, ammonia, amino acids, proteins, nucleic acids. It's used to make barren planets habitable. Look around you." A few soldiers and Hath did actually look at the room they found themselves in. "It's not for killing, it's bringing life. If you allow it, it can lift you out of these dark tunnels and into the bright, bright sunlight. No more fighting, no more killing."

The Doctor lifted the globe. "I'm the Doctor, and I declare this war is over." He threw the globe onto the floor and it smashed, releasing all of the gas and energy that had been swarming inside. As they watched it swarm into the ecosystem, most everyone put down their weapons. Except for Cobb.

"What's happening?" Jenny asked.

"The gases will escape and trigger the terraforming process."

"What does that mean?"

"It means a new world."

Suddenly, before anyone could do anything, Jenny shouted "No!" and stepped in front of the Doctor as a shot rang out. Cobb had fired at him and ended up hitting Jenny in the chest. She fell backwards into the Doctor's arms, and he laid her on the ground.

"Jenny?" the Doctor cradled her in his arms. "Jenny. Talk to me, Jenny."

Donna kneeled down. "Is she going to be all right."

Martha just looked at her and shook her head, making Caroline kneel down as well. She trusted Martha's opinion, as a doctor, and knew that it was unlikely that someone could survive a bullet to the chest.

Jenny smiled, watching the gases at work. "A new world. It's beautiful."

"Jenny, be strong now," he clutched her even tighter. "You need to hold on, do you hear me? We've got things to do, you and me, hey? Hey? We can go anywhere. Everywhere. You choose."

She laughed. "That sounds good."

He shook his head. "You're my daughter, and we've only just got started. You're going to be great. You're going to be more than great. You're going to be amazing. You hear me? Jenny?"

But she was gone. Her head lulled on the Doctor's arm and he started to cry. "Two hearts. Two hearts. She's like me. If we wait…if we just wait…" he looked up at Martha, but she shook her head again.

"There's no sign, Doctor. There is no regeneration. She's like you, but maybe not enough."

"No," he whispered. "Too much. That's the truth of it. She was too much like me." Slowly, he laid Jenny down and kissed her forehead. Donna and Caroline pulled away while he walked over to Cobb, who was being forced to kneel by other soldiers. The Doctor picked up a pistol and pointed it at Cobb's head.

Caroline didn't know what he would do. Because this was the Doctor, who didn't want to harm, who wanted to save anyone he could, but this was a Doctor who'd just lost his daughter.

And he lowered the gun. "I never would. Have you got that? I never would." He looked out at the soldiers and Hath. "When you start this new world, this world of Human and Hath, remember that. Make the foundation of this society a man who never would." He threw away the gun.

|C-S|

Jenny's body was brought back to the theater and placed on a table. The four time travelers stood around her. The Doctor at the foot, Donna, Martha, and Caroline at a side with Cline and a Hath on the other.

A light shone through the stained glass windows, landing on Jenny's face.

"It's happening," Martha said. "The terraforming."

Donna nodded. "Build a city, nice and safe underground, strip away the top soil, and there it is." She looked down. "And what about Jenny?"

Cline looked towards the Doctor, who was staring down at his daughter. "Let us give her a proper ceremony. I think it'd help us. Please."

He nodded.

|C-S|

Inside the TARDIS, the Doctor sat in the captain's chair while his companions stood around the console. "Jenny was the reason for the TARDIS bringing us here," he explained. "It just got here too soon, which then created Jenny in the first place. Paradox. An endless paradox." He sighed, looking to Martha. "Time to go home?"

She nodded. "Yeah. Home."

The Doctor stood and began to pilot the TARDIS back to Earth, though he moved slower than he normally did.

When they landed, Donna and Martha walked out first. Caroline and the Doctor paused. "Are you alright?" she asked him.

It took him a moment to answer. "Thank you." She smiled, and that time she noticed when he took her hand.

They walked out together as Martha said "good luck," to Donna, while watching the pair of them.

"And you," Donna nodded.

The Doctor pulled his hand from Caroline's to walk a little with Martha. "Do you think you'll leave?" Donna asked Caroline.

"Will you?"

Donna laughed. "I'm going to travel with him forever."

But somewhere, deep in their souls, they knew that what they wished was impossible, that they'd be forced to leave the Doctor eventually, because he was an immortal Time Lord with two hearts and they were only humans.

 **A/N: Caroline made quite an interesting comment here. Anyone recognize it? :)**


	14. Small Talk

**Small Talk**

The Doctor was the first one to emerge on their mystery tour. He'd decided that was, most likely, the safe option. They knew they were on Earth but they had no idea what time they would find themselves in. Their last trip had been another mystery tour of an alien planet, and this time they'd all agreed it was time to travel through Earth's history again.

"Oh, smell that air," the Doctor inhaled deeply. "Grass and lemonade. And a little bit of mint. A hint of mint," he frowned, "must be the nineteen twenties."

"You can tell what year it is just by smelling?" Donna asked him, laughing.

He grinned. "Oh, yeah."

Caroline pointed over his shoulder. "Or maybe that big vintage car coming up the drive gave it away."

The three of them ducked behind a few bushes, watching a butler speak to two men, one who looked to be a reverend.

"It's supposed to be a party," the reverend was saying to the portly man. "All this work will be the death of you."

"Never mind Planet Zog," Donna said. "A party in the 1920s, that's more like it."

Caroline was very thankful she had the Doctor next to her, because the mention of a party made her clutch his arm.

He shifted so that she had access to one of his hands, not even questioning it. "The trouble is, we haven't been invited. Oh, I forgot." He held up his psychic paper. "Yes, we have."

|C-S|

Donna managed to convince Caroline to wear a dress meant for the times. They forced the Doctor to wait outside while they chose their options for the day. Mainly, it was Donna doing the choosing.

He knocked on the door to the TARDIS. "We'll be late for cocktails!" he shouted, arms crossed.

The door opened and the women emerged, Donna first in a sleeveless black flapper dress. Caroline, tugging her sleeve up, wore a green one. "What do you think?" Donna asked, leaning against the TARDIS. "Flapper or slapper?"

The Doctor grinned at them. "Flapper. You both look lovely."

Caroline blushed. The Doctor reached out and, taking her hand, led the pair of them towards the tables and soft music. There were a few servants walking around, setting up all of the food and drinks.

"Good afternoon," the Doctor said as they approached.

"Drinks, sir?" a footman asked them. "Madams?"

"Sidecar, please," Donna said.

The footman turned to Caroline. "Lime and soda."

The Doctor raised his eyebrows. "One for me as well, thank you."

"May I announce Lady Clemency Eddison," another man said as a blonde woman approached them.

The Doctor stepped away from Caroline to shake Lady Eddison's hand. "Lady Eddison."

It was very obvious that Lady Eddison didn't actually know who they were. "Forgive me, but who exactly might you be, and what are you doing here?"

"I'm the Doctor. This is Miss Caroline Attwater and Miss Donna Noble…of the Chiswick Nobles."

Donna curtsied. "Good afternoon, my lady," she put on some posher accent. "Topping day, what? Spiffing! Top ho!"

The Doctor touched her shoulder, leaning forward. "No, no, no, no, no. No, don't do that. Don't." He showed the psychic paper to Lady Eddison. "We were thrilled to receive your invitation, my lady. We met at the Ambassador's reception."

Lady Eddison nodded, a small smile. "Doctor, how could I forget you? But one must be sure with the Unicorn on the loose."

The Doctor grinned. "A unicorn? Brilliant. Where?"

Lady Edison frowned. "The Unicorn. The jewel thief? Nobody knows who he is. He's just struck again. Snatched Lady Babbington's peoples right from under her nose."

Donna shrugged. "Funny place to wear pearls." A footman arrived with their drinks and Caroline was thankful to have something to hold. This felt like it was more small talk then she'd had to do in her entire life.

"May I announce Colonel Hugh Curbishley, the Honorable Roger Curbishly," the man from before announced as a young man arrived pushing an older man in a wheelchair.

"My husband," Lady Eddison said, stepping towards them, "and my son."

Hugh nodded towards them. "Forgive me for not rising. Never been the same since that flu epidemic back in eighteen."

"My word," Roger turned to Donna, "you are a super lady."

Donna smiled. "Oh, I like the cut of your jib. Chin-chin."

Then he turned to Caroline, and the Doctor spotted her flailing. "Hello, I'm the Doctor."

Roger leaned back slightly in surprise, but the Doctor touched Caroline's back to remind her that he was there, that she didn't have to worry. "How do you go?"

"Very well," he shook the man's hand.

The footman arrived again, inclining his head to Roger. "Your usual, sir?"

"Ah, thank you Davenport. Just how I like it."

Donna leaned a bit closer to the Doctor and Caroline. "How come she's an Eddison, but her husband and son are Curbishleys?"

"The Eddison title descends through her," he explained. "One day Roger will be a lord."

"Miss Robina Redmond," the man busy doing the announcing said, and a woman dressed in red approached the party.

Lady Eddison leaned closer to them, watching Robina. "She's the absolute hit of the social scene. A must." She walked up to the woman. "Miss Redmond."

Robina smiled. "Spiffing to meet you at last, my lady. What super fun."

"Reverend Arnold Golightly." The reverend they had seen before walked up to the group.

"Ah, Reverend," Lady Eddison walked up to him. "How are you? I heard about the church last Thursday night. Those ruffians breaking in."

"You apprehended them, I hear," Hugh said.

The reverend smiled, inclining his head. "As the Christian Fathers taught me, we must forgive them their trespasses. Quite literally."

"Some of these young boys deserve a descent thrashing," Roger said.

"Couldn't agree more, sir," the footman said, handing Roger a drink, and giving them the chance to share a look.

Donna scoffed. "Typical. All the decent men are on the other bus."

"Or Time Lords," the Doctor shrugged, taking a drink. Caroline smiled, barely noticing that she and the Doctor were standing close enough to be touching, even if the Doctor had removed his hand from her back.

"Now, my lady," the reverend asked Lady Eddison. "What about this special guest you promised us?"

"Here she is!" Lady Eddison said, gesturing up the lawn. "A lady who needs no introduction."

Everyone turned to see a blonde woman walking towards them, though she didn't seem to enjoy all of the sudden applause. "No, no, please, don't." She tried to smile, and Caroline felt a strange kinship with her. "Thank you, Lady Eddison. Honestly, there's no need." She saw the trio standing to the side and walked over to them, shaking Donna's hand. "Agatha Christie." Caroline was fairly certain that the Doctor started bouncing in excitement.

"What about her?"

"That's me."

Donna's eyes widened. "No. You're kidding!"

"Agatha Christie!" the Doctor stepped forward to shake her hand quite enthusiastically. "I was just talking about you the other day. I said, 'I bet she's brilliant'. I'm the Doctor, this is Caroline, this is Donna. Oh, I love your stuff. What a mind! You fool me every time. Well, almost every time. Well, once or twice. Well, once. But it was a good once."

Caroline chuckled at him. "You are wonderful."

Agatha smiled at them all. "You make a rather unusual couple."

The Doctor and Donna's eyes widened. "Oh, no, no, no, no. We're not married."

"We're not a couple."

Agatha laughed. "Well, obviously not. No wedding ring." And then she looked at Caroline and the Doctor for a second longer, a peculiar expression on her face that Caroline was certain everyone else had missed.

The Doctor just grinned again. "Oh. Oh, you don't miss a trick."

Agatha turned to Donna. "I'd stay that way if I were you. The thrill is in the chase, never in the capture."

"Mrs. Christie," Lady Eddison said, drawing her away, "I'm so glad you could come. I'm one of your greatest followers. I've read all six of your books. Er…is, er, Mr. Christie not joining us?"

"Is he needed? Can't a woman make her own way in the world?"

Hugh laughed. "Don't give my wife ideas."

"Now, Mrs. Christie, I have a question," Roger asked. "Why a Belgian detective?"

The Doctor stepped forward, pulling the newspaper from Hugh. "Excuse me, Colonel."

"Belgians make such lovely buns," Agatha said, earning a laugh from the crowd.

Roger looked around them all. "I say, where on Earth's Professor Peach? He'd love to meet Mrs. Christie."

"Said he was going to the library," the reverend replied.

"Miss Chandrakala," Lady Eddison said to her housekeeper, "would you go and collect the Professor?"

"At once, Milady."

Caroline leaned closer to the Doctor as he studied the paper. "The date on this newspaper," the Doctor said, showing the paper to Donna.

Donna frowned. "What about it?"

"It's the day Agatha Christie disappeared." The group looked up at where Agatha stood. "She'd just discovered her husband was having an affair."

"You'd never think to look at her, smiling away."

The Doctor shrugged. "Well, she's British and moneyed. That's what they do. They carry on. Except for this one time. No one knows exactly what happened. She just vanished. Her car will be found tomorrow morning by the side of a lake. Ten days later, Agatha Christie turns up in a hotel in Harrogate. Said she'd lost her memory. She never spoke about the disappearance till the day she died, but whatever it was…"

"It's about to happen," Caroline breathed.

He nodded. "Right here, right now."

"Professor!" the housekeeper shouted, running from the house and making them all turn. "The library! Murder! Murder!"

|C-S|

The Doctor was the first one to the library, having practically dropped the paper and drink the moment the housekeeper began shouting. Donna was next, and then came Caroline and Agatha. Almost instantly, he went to the body, crouching beside it.

"Oh, my goodness," the footman gasped.

"Bashed on the head," the Doctor concluded. "Blunt instrument. Watch broke as he fell," he tapped the watch. "Time of death was quarter past four." He stood and began to filter through the papers on the desk, Caroline walking up to join him.

Donna bent down and picked up a small bit of pipe. "A bit of pipe. Call me Hercules Poirot, but I reckon that's blunt enough."

Caroline watched over the Doctor's shoulder as Agatha picked something out of the fire and she frowned, watching as the woman said nothing.

The Doctor stepped back from the desk. "Nothing worth killing for in that lot. Dry as dust."

"Hold on." Donna touched the Doctor's arm. "The body in the library? I mean, Professor Peach, in the library, with the lead piping?"

At the door, the rest of the guests tried to shove themselves into the room as well. "Let me see!" Lady Eddison called from the hall.

"Out of my way," Hugh agreed.

Lady Eddison gasped, finally making it in. "Gerald?"

The reverend touched his chest. "Saints preserve us."

Robina shook her head. "Oh how awful."

"Someone should call the police."

The Doctor pulled out his psychic paper. "You don't have to. Chief Inspector Smith from Scotland Yard, known as the Doctor. Miss Attwater and Miss Noble are the plucky young girls who help me out." He flashed the paper.

"I say," Lady Eddison leaned back.

"Mrs. Christie was right. Go to the sitting room. I will question each of you in turn."

Agatha nodded, gesturing everyone out of the room. "Come along. Do as the Doctor says. Leave the room undisturbed."

Once they were alone, Donna turned to the Doctor with crossed arms. "The plucky young girls who help me out?"

The Doctor shrugged, crouching again. "No policewomen in 1926."

"I'll pluck you in a minute."

"Have you found something?" Caroline frowned as the Doctor leaned a bit closer to study something on the floor.

He nodded. "Morphic residue." He scraped it off the ground using a popsicle stick that Caroline didn't question the origin of. He held it out to the two of them.

"Morphic? Doesn't sound very 1926."

"It's left behind when certain species genetically re-encode." Caroline's eyes widened at that information.

"The murderer's an alien?"

Caroline glanced at the door. "One of them is an alien in human form." The Doctor nodded.

Donna chuckled. "Think about it. There's a murder, a mystery, and Agatha Christie."

The Doctor shrugged, sniffing the morphic residue. "So? Happens to me all the time."

"No, but isn't that a bit weird? Agatha Christie didn't walk around surrounded by murders. Not really. I mean, that's like meeting Charles Dickens and he's surrounded by ghosts at Christmas."

The Doctor paused before shrugging again. "Well."

"Oh, come on!" Donna laughed. "It's not like we could drive across country and find Enid Blyton having tea with Noddy." The Doctor said nothing. "Could we? Noddy's not real. Is he? Tell me there's no Noddy."

The Doctor stood, moving towards the door. "There's no Noddy."

"Next thing you know," Donna continued, the trio walking out to the stairs, "you'll be telling us it's like Murder On The Orient Express, and they all did it."

"Murder on the Orient Express?" Agatha asked, appearing from a landing.

Donna nodded. "Ooo, yeah. One of your best."

The Doctor grimaced slightly. "But not yet."

Agatha, thankfully, didn't hear the Doctor's whisper. "Marvelous idea, though."

"Yeah. Tell you what. Copyright Donna Noble, okay?" Donna winked and Caroline giggled.

"Anyway," the Doctor leaned forward, rocking back and forth on the balls of his feet. "Agatha and I will question the suspects. Donna, Caroline, you two search the bedrooms. Look for clues." He switched to a whisper. "Any more residue." Then he drew a rather large magnifying glass from his pocket, and Caroline made a note to ask him how pockets that appeared to be bigger on the inside actually worked. "You'll need this."

Donna just fixed him with raised eyebrows. "Is that for real?"

"Go on. You're ever so plucky."

Donna glared, but she took the magnifying glass and the pair of them went up the stairs. Caroline didn't notice the Doctor watching her walk away, but Agatha did. She said nothing, only noted it, among the other few interactions she had witnessed between the pair of them.

Donna glared, but she took the magnifying glass and the pair of them went up the stairs. Caroline didn't notice the Doctor watching her walk away, but Agatha did. She said nothing, only noted it, among the other few interactions she had witnessed between the pair of them.

The moment Caroline and Donna were alone, Caroline crossed her arms. "How are you feeling?" Donna asked.

"I don't like parties."

"How do you feel about" she held up the magnifying glass "investigating?"

Caroline smiled. "I much prefer it."

"Then we shall begin." The pair began to check doors and bedrooms. Really, there was nothing that exciting in the rooms, just clothes and bags and everything you would expect.

That is, until they'd found one locked door. The pair had paused, frowning, before stepping closer to the door.

"You won't find anything in there," the butler said suddenly, making both of them jump slightly.

"How come it's locked?"

"Lady Eddison commands it to be so."

Donna raised an eyebrow. "And I command it to be otherwise. Scotland Yard. Pip, pip."

The butler looked unhappy, but he did as Donna requested. Caroline took a breath before speaking. "Why was it locked?"

"Many years ago, when my father was butler to the family, Lady Eddison returned from India with malaria. She locked herself in this room for six months until she recovered. Since then, the room has remained undisturbed." The pair stepped inside. It was a bedroom, as expected, with drawn curtains and a teddy bear at the end of a bed. "There's nothing in here."

Donna stepped inside. "How long's it been empty?"

"Forty years."

"Why would she seal it off?" Donna glanced at Caroline, who shrugged. "All right, we need to investigate. You just butle off." The butler left and the two moved to the center of the room. Caroline touched the top of the teddy bear as Donna walked to the curtain, both of them hearing a buzzing. "1926, they've still got bees. Oh, what a noise. All right, busy bee, I'll let you out. Hold on, I shall find you" she held up the magnifying glass "with my amazing powers of detection." She pulled aside the curtains and Caroline spun, both of them staring with wide eyes at what was an impossibly gigantic wasp.

"That's not…" Caroline breathed, and she jumped when the wasp smashed through the window. "That's impossible."

Donna backed away, running towards the door, and focused the magnifying glass so that it would reflect light onto the wasp. Thankfully, it gave them enough time to leave the room and close the door. "Doctor!" they leaned against the wall as the gigantic stinger broke through the door.

The Doctor and Agatha ran up to them, the Doctor instinctively checking that Caroline wasn't injured first.

Donna held a hand to her chest, Caroline just pressing herself against the wall. "It's a giant wasp."

The Doctor frowned. "What do you mean, a giant wasp?"

"I mean a wasp that's giant."

Agatha shook her head. "It's only a silly insect."

"Look at its sting," Caroline said, nodding towards the stinger.

The Doctor pushed open the door. "Let me see." They all stepped inside, but the room was empty. "It's gone. Buzzed off."

Agatha leaned closer to the stinger. "But that's fascinating."

"Don't touch it," the Doctor said, kneeling beside it. "Don't touch it. Let me." Carefully, he gathered a sample using a pencil. "Giant wasp. Well, tons of amorphous insectivorous lifeforms, but none in this galactic vector."

Agatha shook her head, chuckling. "I think I understood some of those words. Enough to know that you're completely potty."

"Lost its sting, though. That makes it defenseless."

Caroline crossed her arms. "Given the size, it will likely be able to grow a new one." The Doctor nodded, flashing Caroline a smile.

"Can we return to sanity?" Agatha sighed. "There are no such things as giant wasps."

"Exactly. So the question is, what's it doing here?"

They were interrupted by a scream and no one even had to consider running to find what had happened. They found the housekeeper on ground, pinned under a stone gargoyle. "The poor little child," she said quietly as her eyes closed.

"There!" the Doctor said, pointing up, at the wasp flying above them. "Come on!" they turned and ran back into the house, following the wasp.

"Hey, this makes a change," Donna laughed as they ran up a staircase. "There's a monster, and we're chasing it."

"It can't be a monster," Agatha said plainly. "It's a trick. They do it with mirrors." They stopped at the top of the stars, seeing the wasp hovering under an archway. "By all that's holy…"

The Doctor grinned. "Oh, but you are wonderful." He stepped forward, hand out. "Now, just stop. Stop there."

The wasp lunged at him, hitting the wall with the stinger. "Oi, fly boy," Donna held up the magnifying glass again and the wasp retreated, remembering what had happened last time.

"Don't let it get away!" the Doctor ran after it. "Quick, before it reverts back to human form." He stopped at a bedroom hall, all doors closed. "Where are you? Come on. There's nowhere to run. Show yourself!" Every single door opened and someone different stepped out of each room. The Doctor sighed. "Oh, that's just cheating."

|C-S|

This time, the entire group was in the sitting room, including Donna and Caroline. All of the guests were sitting while the time travelers stood around the edge of the room, Caroline leaning next to the Doctor.

"My faithful companion," Lady Eddison cried, "this is terrible."

"Excuse me, my lady," the butler said, "but she was on her way to tell you something."

Lady Eddison shook her head. "She never found me. She had an appointment with death instead."

"She said, 'the poor little child'," the Doctor said. "Does that mean anything to anyone?"

Hugh shook his head. "No children in this house for years." He fixed his son with a look. "Highly unlikely there will be."

"Mrs. Chrstie," Lady Eddison turned to her, "you must have twigged something. You've written simply the best detective stories."

"Tell us…what would Poirot do?" the reverend asked, nodding.

Agatha said nothing, and Hugh grumbled. "Heaven's sake. Cards on the table, woman. You should be helping us."

"But, I'm merely a writer."

"But surely you can crack it," Robina said. "These events, they're exactly like one of your plots."

Donna nodded. "That's what I've been saying. Agatha, that's got to mean something."

"But what? I've no answers. None. I'm sorry, all of you. I'm truly sorry, but I've failed. If anyone can help us, then it's the Doctor, not me." She turned and walked out of the room. Caroline waited a second, touching the Doctor's arm, before following her.

She felt bad for Agatha. She'd been a fan of the woman's novels when she'd been younger, she'd found kinship with a writer who seemed to understand what it was like to notice things no one else did.

Caroline found Agatha sitting in a gazebo outside of the house. "I'm sorry."

Agatha looked to her. "I'm surprised you were the one who came."

"Why?"

"Talking to people does not seem to be your strong suit."

Caroline smiled, sitting next to the woman. "Very true." She paused. "The Doctor told me what happened as you questioned the suspects. It was impressive."

She sighed. "Your friend was right. These murders are like my own creations. It's as though someone's mocking me, and I've had enough scorn for one lifetime."

"Yes, I would say you have," Caroline nodded.

"Is my marriage the stuff of gossip now?"

"Yes." There was no point lying to Agatha Christie, out of anyone. "I'm sorry."

"No matter." Agatha shook her head. "The stories are true. I found my husband with another woman. A younger, prettier woman. Isn't it always the way?"

Caroline shrugged. "For one of my friends it was a giant spider."

Agatha chuckled. "You, the Doctor and Miss Noble talk such wonderful nonsense."

"Agatha, your books are loved. They are loved now, and I am certain they will be loved in the future. For years, centuries, to come."

She smiled sadly. "If only. Try as I might, it's hardly great literature. Now that's beyond me. I'm afraid my books will be forgotten, like ephemera." Agatha looked down among the plants around them, and Caroline followed her gaze, both women frowning at the same moment. "Hello, what's that?" She stood, bending over them. "Those flowerbeds were perfectly neat earlier. Now some of the stalks are bent over." She pulled a case from the flowers.

Caroline's eyes widened. "What's that?"

"A clue," Agatha breathed.

 **A/N: Adventure with Agatha Christie time! I wonder what will happen with the Doctor and Caroline now :)**


	15. Revelations

**Revelations**

Agatha and Caroline returned to the sitting room and almost immediately the Doctor sent the rest of the guests out. They placed the case on a table, the four all standing around it, and the Doctor opened it carefully. It was full of lock-picking tools.

"Ooo. Someone came here tooled up." He touched one of the tools. "The sort of stuff a thief would use."

Agatha's eyes widened. "The Unicorn. He's here."

The Doctor looked up at them. "The Unicorn and the wasp."

The butler entered holding a tray of drinks. "Your drinks, ladies, Doctor."

"Very good, Greeves," the Doctor nodded and they each took their drinks.

Caroline took a drink before speaking. "What did you find during the scientific experiment?" he'd told her quietly as all the guests left that he'd tested the stinger.

"Vespiform string. Vespiforms have got hives in the Silfrax galaxy."

Agatha shook her head. "Again, you talk like Edward Lear."

He nodded. "But for some reason, this one's behaving like a character in one of your books."

"Come on Agatha." Donna turned to the woman. "What would Miss Marple do? She'd have overheard something vital by now, because the murderer thinks she's just a harmless old lady."

Agatha frowned. "Clever idea. Miss Marple? Who writes those?"

Donna paused. "Er, copyright Donna Noble. Add it to the list."

"Donna." Caroline turned at the Doctor's tone and watched his face contort in pain.

"Okay, we could split the copyright."

"No. Something's inhibiting my enzymes." There was a second before he doubled over. "Argh! I've been poisoned." Caroline rushed to his side as Agatha picked up the drink, sniffing it.

"Bitter almonds. It's cyanide. Sparkling Cyanide!"

"Kitchen," the Doctor managed to say, leaning on Caroline as she lifted him from the chair. "I need the kitchen."

Agatha ran in front of them both, pointing. "This way."

As they entered the room, the Doctor stumbled away from Caroline's hold, grabbing Davenport's jacket. "Ginger beer!"

"I beg your pardon?"

"I need ginger beer!"

"The gentleman's gone mad," one of the woman said as Caroline found the ginger beer, giving it to the Doctor to chug.

Agatha touched his arm. "I'm an expert in poisons. Doctor, there's no cure. It's fatal."

He spat out surplus ginger beer. "Not for me. I can stimulate the inhibited enzymes into reversal. Protein. I need protein!"

The trio of women began to search the counters. "Walnuts?" Donna turned with a bowl full of them.

"Brilliant." The Doctor filled his mouth with them and then attempted to continue speaking.

Caroline shook her head. Normally, she wouldn't have dared to speak now, but now the Doctor was in danger and she needed to help him in any way she could. "We can't understand you."

"How many words?" Donna tried. The Doctor held up a finger. "One. One word." He began to mime. "Shake. Milk shake. Milk? Milk? No, not milk? Shake, shake, shake. Cocktail shaker. What do you want? A Harvey Wallbanger?"

The Doctor managed to swallow enough to become coherent. "Harvey Wallbanger?"

"Well, I don't know!"

"How is Harvey Wallbanger one word?"

"What do you need, Doctor?" Caroline said.

"Salt. I was miming salt. It's salt. I need something salty."

Donna grabbed a bag. "What about this?"

"What is it?"

"Salt."

He shook his head. "No, too salty."

"Oh, that's too salty."

"What about this?" Agatha held out a jar.

"What's that?"

"Anchovies."

The Doctor downed the entire jar and attempted to mime again, though it was just as unsuccessful as the first time.

"What is it? What else? It's a song? 'Mammy'? I don't know. 'Camptown Races'?"

He finished swallowing. "Camptown Races?"

"Well, all right then, 'Towering Inferno'."

"It's a shock. Look, shock," he repeated the action. "I need a shock."

Agatha nodded. "Big shock coming up." She shoved Caroline, who was standing next to the Doctor at the moment, into the man's arms, and into a kiss.

Neither Time Lord nor human knew exactly what to do in that moment. They were both in pure shock, which was the goal of the action of course. But they held the kiss for longer than they both expected, faces burning red, before the Doctor stepped back and let smoke burst out of his mouth and him fall back against the counter. Caroline stumbled back, a hand on her chest, and they stared at each other.

"Detox," he said quietly, wiping his mouth of residue. "Oh my. I must do that more often." He froze, eyes wide. "I mean…the detox."

Caroline said nothing.

Agatha laughed. "Doctor, you are impossible. Who are you?"

The Doctor and Caroline didn't speak as they waited for dinner to arise. They avoided looking at each other because the moment they did both would blush slightly, regardless of the alien wasp threatening all of the humans. The kiss had done what it was meant to, of course, it had been the shock the Doctor had been looking for, but there were aftershocks.

Martha had warned Caroline about falling in love with the Doctor, and she hadn't thought about it before that moment. But ever since then she did. She thought of the brilliant Doctor and every bit of the universe he could show her. She thought about how he wanted her to soar and was willing to do anything he could to make her happy.

But it wasn't love. It was just friendship and embarrassment. That as all it would be.

Neither the Doctor or Caroline blamed Agatha for her actions. The woman was the closest to Caroline, it was the quickest option in the circumstance. She'd even apologized afterwards. But it didn't escape either time traveler's notice that Agatha gave them a knowing smile once she'd stepped away slightly.

The entire group sat around the table, all of the guests on one side, and the time travelers and Agatha on the other, with Roger at the far end of the table.

There was a storm outside and Caroline was sitting next to the Doctor.

"A terrible day for all of us," the Doctor said. "The Professor struck down, Miss Chandrakala taken cruelly from us, and yet we still take dinner."

Lady Eddison sighed, sipping a bit of her soup. "We are British, Doctor. What else must we do?"

"And then someone tried to poison me. Any of you had the chance to put cyanide in my drink." He smiled. "But it rather gave me an idea."

The reverend frowned. "And what would that be?"

"Well, poison." He lifted a spoonful as the rest of the guests stopped. "Drink up. I've laced the soup with pepper."

Hugh laughed, taking another bite. "Ah, I thought it was jolly spicy."

"But the active ingredient of pepper is piperine, traditionally used as an insecticide. So, anyone got the shivers?"

Thunder cracked outside and the windows were blown open, extinguishing all of the candles and plunging them into darkness.

"What the deuce is that?" Hugh asked.

The Doctor stood, holding out a hand. "Listen, listen, listen, listen."

There was a buzzing sound.

"No…no, it can't be," Lady Eddison said.

"Show yourself, demon!" Agatha stood.

"Nobody move. No, don't!" the Doctor pointed at Lady Eddison. "Stay where you are."

As though commanded, the Vespiform showed itself in a crash of lightning. "Out, out, out, out, out, out!" Everyone in the room panicked, guests running out and the Doctor grabbing Caroline's hand instinctually to do so. None of the guests actually managed to leave the room, except for the four of them and the butler. The Doctor let go of Caroline to grab a sword from the wall.

"Not you, Agatha. You've got a long, long life to live yet."

"Well, we know the butler didn't do it," Donna said.

"Then who did?" the Doctor opened the door to find everyone fallen at various points throughout the room.

Lady Eddison, in the newly returned light, touched her neck. "My jewelry. The Firestone, it's gone. Stolen."

"Roger," Davenport breathed, and everyone turned to see Roger lying face first in his soup with a knife in his back.

Lady Eddison clutched her mouth. "My son. My child."

|C-S|

The Doctor, Agatha, and Caroline were standing in the sitting room. The Time Lord stood beside the fireplace and the two women sat on the chairs. Donna entered, having been dealing with the emotions of the guests. Caroline would have been with her, but it was a bit too many people for that moment.

"That poor footman," Donna said quietly. "Roger's dead and he can't even mourn him. 1926? It's more like the dark ages."

"Did you inquire after the necklace?" Agatha asked.

She nodded. "Lady Eddison brought it back from India. It's worth thousands."

"This thing can sting, it can fly," the Doctor said quietly. "It could wipe us all out in seconds. Why is it playing this game?"

"Every murder is essentially the same. They are committed because somebody wants something."

The Doctor shook his head. "What does a Vespiform want?"

"Doctor, stop it. The murderer is as human as you or I."

The Doctor's eyes widened. "You're right. Ah, I've been so caught up with giant wasps that I've forgotten. You're the expert."

Agatha gave a shaky laugh. "I'm not. I told you. I'm just a purveyor of nonsense."

"No, no, no, no, no, no, no. Because plenty of people write detective stories, but yours are the best. And why? Why are you so good, Agatha Christie?" he stepped forward. "Because you understand. You've lived, you've fought, you've had your heart broken. You know things about people. Their passions, their hope, and despair, and anger. All of those tiny, huge things that can turn the most ordinary person into a killer. Just think, Agatha. If anyone can solve this, it's you."

It took Agatha a moment to nod.

|C-S|

They gathered the guests into the sitting room with all of them, the Doctor staying by the fireplace and Caroline and Donna standing to the side.

"I've called you here on this endless night because we have a murderer in our midst. And when it comes to detection, there's none finer. Ladies and gentlemen, I give you, Agatha Christie." The Doctor stepped back over to his companions, holding out a hand to Agatha, letting the author stand.

"This is a crooked house." Agatha began. "A house of secrets. To understand the situation, we must examine them all. Starting with you…Miss Redmond."

Robina started. "But I'm innocent, surely."

"You've never met these people, and these people have never met you. I think the real Robina Redmond never left London. You're impersonating her."

Robina laughed. "How silly. What proof do you have?"

"You said you'd been to the toilet."

Donna nodded. "Oh, I know this. If she was really posh, she'd say loo."

Agatha picked up the locksmith's case that she and Caroline had found. "Earlier today, Miss Attwater and I found this on the lawn, right beneath your bathroom window. You must have heard that Miss Noble and Miss Attwater were searching the bedrooms, so you panicked. You ran upstairs and disposed of the evidence."

"I've never seen that thing before in my life."

"What's inside it?" Lady Eddison frowned.

"The tools of your trade, Miss Redmond." Agatha opened the case to show the tools in question. "Or should I say, the Unicorn. You came to this house with one sole intention. To steal the Firestone."

"Oh, alright then," Robina said, her voice shifting to a cockney accent, presumably her real one. "It's a fair cop. Yes, I'm the bleeding Unicorn. Every so nice to meet you, I don't think. I took my chance in the dark and nabbed it." She drew the Firestone necklace from under her dress. "Go on then, you knobs. Arrest me. Sling me in jail." She threw the necklace to the Doctor.

Donna frowned. "So, is she the murderer?"

Robina grimaced. "Don't be so thick. I might be a thief, but, well, I ain't no killer."

Agatha nodded. "Quite. There are darker motives at work. And in examining this household, we come to you, Colonel." She turned to Hugh.

The man sighed, slamming his hand on the armrest of his wheelchair. "Damn it, woman. You with your perspicacity. You've rumbled me." He stood from the chair, and everyone in the room gasped.

"Hugh, you…you can walk!" Lady Eddison said, hand to her heart again. "But why?"

"My darling, how else could I be certain of keeping you by my side?" Hugh took his wife's hands.

"I don't understand."

"You're still a beautiful woman, Clemency. Sooner or later some chap will turn your head. I couldn't bear that. Staying in the chair was the only way I could be certain of keeping you. Confound it, Mrs. Christie, how did you discover the truth?"

Agatha shook her head. "Er, actually I had no idea. I was just going to say you're completely innocent."

"Oh. Oh."

"Sorry."

"Well…well, shall I sit down then?"

Agatha nodded. "I think you better had."

Donna pointed to the man. "So he's not the murderer."

"Indeed, not. To find the truth, let's return to this," Agatha held out her hand for the Firestone, and the Doctor handed it to her. "Far more than the Unicorn's object of desire. The Firestone has quite a history…Lady Eddison."

"I've done nothing!"

"You brought it back from India, did you not? Before you met the Colonel. You came home with malaria, and confined yourself to this house for six months, in a room that has been kept locked ever since, which I rather think means…"

Lady Eddison shook her head, near tears. "Stop, please."

"I'm so sorry. But you had fallen pregnant in India. Unmarried and ashamed, you hurried back to England with your confidante, a young maid later to become housekeeper, Miss Chandrakala."

"Clemency, is this true?"

Lady Eddison clutched her mouth. "My poor baby. I had to give him away. The shame of it."

"But you never said a word!"

"I had no choice. Imagine the scandal. The family name. I'm British. I carry on."

Caroline leaned forwards, glancing at the Doctor before speaking. "It wasn't an ordinary pregnancy." After so long with the Doctor, she was understanding things, putting things about aliens together in a way she wouldn't have done before. She always noticed things, always studied and saw, but now she had experience with aliens.

Lady Eddison turned to her in shock. "How can you know that?"

The Doctor stepped forward, taking over for Caroline, knowing that even that sentence was difficult, even if she was getting better as time went on. "Excuse me Agatha, this is my territory." He took Agatha's place before the fireplace. "But when you heard that buzzing sound in the dining room, you said, it can't be. why did you say that?"

"You'd never believe it."

"The Doctor has opened my mind to believe many things," Agatha said, and the two companions nodded.

"It was forty years ago, in the heat of Delhi, late one night," she began, her voice shaking. "I was alone, and that's when I saw it. A dazzling light in the sky. The next day, he came to the house. Christopher, the most handsome man I'd ever seen. Our love blazed like a wildfire. I held nothing back. And in return he showed me the incredible truth about himself. He'd made himself human, to learn about us. This was his true shape. I loved him so much, it didn't matter. But he was stolen from me. 1885, the year of the great monsoon. The river Jumna rose and broke its banks. He was taken at the flood. But Christopher left me a parting gift. A jewel like no other. I wore it always. Part of me never forgot. I kept it close, always."

Robina didn't wait long before speaking again. "Just like a man. Flashes his family jewels and you end up with a bun in the oven."

"A 'poor little child'," Agatha quoted the dead housekeeper. "Forty years ago, Miss Chandrakala took that newborn babe to an orphanage. But Professor Peach worked it out. He found the birth certificate."

"Oh, that's maiden," Donna said. "Maiden name."

Agatha nodded. "Precisely."

"So she killed him?"

Lady Eddison gasped. "I did not."

"Miss Chandrakala feared that the Professor had unearthed your secret. She was coming to warn you."

"So she killed her."

"I did not!" Lady Eddison repeated.

"Lady Eddison is innocent. Because at this point, Doctor," Agatha gestured to the Doctor again.

The Time Lord nodded. "Thank you. At this point, when we consider the lies and the secrets, and the key to these events, then we have to consider it was you, Donna Noble."

Donna leaned back. "What? Who did I kill?"

"No, but you said it all along. The vital clue. This whole thing is being acted out like a murder mystery, which means it was you, Agatha Christie."

"I beg your pardon, sir?"

"So she killed them?"

"No. But she wrote. She wrote those brilliant, clever books. And who's her greatest admirer? The Doctor turned. "The moving finger points at you, Lady Eddison."

The woman was crying again, burying her face in her hands. "Leave me alone!"

"So she did kill them."

"No." The Doctor knelt before Lady Eddison, reaching her eye level. "But just think. Last Thursday night, what were you doing?"

Lady Eddison managed to control herself enough to answer. "I was…I was in the library. I was reading my favorite Agatha Christie, thinking about her plots, and how clever she must be. How is that relevant?"

"Just think. What else happened on Thursday night?" the Doctor turned to look at the reverend.

"I'm sorry?"

He glanced at Caroline, and she swallowed. "You said, on the lawn, that boys broke into your church. Last Thursday."

The reverend nodded, puffing his chest slightly. "That's correct. They did. I discovered the two of them. Thieves in the night. I was most perturbed. But I apprehended them."

The Doctor frowned. "Really? A man of God against two strong lads? A man in his forties? Or, should I say forty years exactly?"

Lady Eddison gasped. "Oh my God."

"Lady Eddison, your child, how old would he be now?"

"Forty. He's forty."

The Doctor nodded at the reverend. "Your child has come home."

The reverend laughed. "Oh, this is poppycock."

"Oh? You said you were taught by the Christian Fathers, meaning you were raised in an orphanage."

"My son." Lady Eddison turned to the reverend, reaching out. "Can it be?"

"You found those thieves, Reverend, and you got angry. A proper, deep anger, for the first time in your life, and it broke the genetic lock. You changed. You realized your inheritance. After all these years, you knew who you were. Oh, and then it all kicks off, because this isn't just a jewel." The Doctor picked up the Firestone. "It's a Vespiform telepathic recorder. It's part of you, your brain, your very essence. And when you activated, so did the Firestone.

"It beamed your full identity directly into your mind. And, at the same time, it absorbed the works of Agatha Christie directly from Lady Eddison. It all became part of you. The mechanics of those novels formed a template in your brain. You've killed, in this pattern, because that's what you think the world is. It turns out, we are in the middle of a murder mystery. One of yours, Dame Agatha."

Agatha frowned. "Dame?"

"Oh." The Doctor shook his head. "Sorry, not yet."

"So he killed them, yes?" Donna said. "Definitely?"

The Doctor nodded. "Yes."

The reverend laughed, trying to shake it off. "Well, this has certainly been a most entertaining evening. Really, you can't believe any of this surely, Lady Edizzon."

Everyone froze. "Lady who?" Caroline said quietly.

"Lady Edizzzzon."

The Doctor raised an eyebrow. "Little bit of buzzing there, Vicar."

"Don't make me angry." The reverend stood from his chair, fists clenching.

"Why? What happens then?"

"Damn it! You humanzz, worshipping your tribal sky godzz. I am so much more! That night, the universe exploded in my mind! I wanted to take what wazz mine. And you, Agatha Christie, with your railway station bookstall romancezz, what'z to stop me killing you?"

"Oh my dear God. My child." Lady Eddison reached for her son again.

"What'zz to stop me killing you all?" the reverend transformed into the form of a wasp, the wasp Caroline and Donna had seen upstairs earlier in the day.

"Forgive me!"

"No, no, Clemency, come back," Hugh and the butler grabbed Lady Eddison to drag her out the door and away from her son. "Keep away. Keep away, my darling."

Agatha stood, taking the Firestone from the Doctor. "No. No more murder. If my imagination made you kill, then my imagination will find a way to stop you, foul creature." She turned and ran from the room.

It took another second for Caroline, the Doctor, and Donna to run after her.

The Vespiform followed all of them.

"Wait, now it's chasing us!" Donna shouted as they ran outside.

Agatha was already in a car and she drove past them, honking the horn. They moved to run towards it, but the Vespiform had already burst out of the door and Agatha wasn't stopping. "Over here!" she shouted. "Come and get me, Reverend!"

"Agatha, what are you doing?"

"If I started this, Doctor, then I must stop it!" Agatha floored it and drove off even faster.

Caroline grabbed the Doctor's arm and pulled him towards a nearby car. She may not know how to drive, but she knew that Donna did, and maybe even the Doctor. And she also knew that they needed to follow Agatha and the Vespiform. "Come on!"

The Doctor ended up to be the one driving.

"You said this is the night Agatha Christie loses her memory," Donna said to him.

The Time Lord shook his head. "Time is in flux, Donna." Caroline's breath caught. "For all we know, this is the night Agatha Christie loses her life and history gets changed."

Donna frowned. "But where's she going?"

Caroline saw the sign as they passed it, nearly going so fast that she couldn't read it properly. "The lake. She's going to the lake."

"What's she doing?"

They pulled up a few moments after Agatha, just as the woman was jumping out of her car and running towards the lake, Firestone high in her hand. "Here I am, the honey in the trap. Come to me, Vespiform."

"She's controlling it!"

"It's mind is based on her thought processes," the Doctor explained, all of them leaping from the car. "They're linked."

Agatha nodded. "Quite so, Doctor. If I die, then this creature might die with me."

They ran up to Agatha, the Doctor holding out a hand at the Vespiform. "Don't hurt her. You're not meant to be like this. You've got the wrong template in your mind."

Caroline shook her head. "It's not listening to you." As she spoke, Donna turned and grabbed the Firestone from Agatha, throwing it at the center of the lake.

The Vespiform dove for it instantly.

"How do you kill a wasp?" Donna said. "Drown it, just like his father."

"Donna, that thing couldn't help itself."

She shrugged. "Neither could I." The water bubbled slightly, signaling the Vespiform's death.

"Death comes at the end, and justice is served."

The Doctor nodded. "Murder at the vicar's rage."

Caroline frowned. "Bit of work." The Doctor smiled at her.

Agatha turned to face the Time Lord. "Just one mystery left, Doctor. Who exactly are you?" But just as she finished, Agatha doubled over in pain, the Doctor managing to catch her before she fell completely.

"Oh, it's the Firestone," he gasped. "It's part of the Vespiform's mind. It's dying and it's connected to Agatha."

The woman glowed purple for a moment and Caroline had the horrifying image of Jenny dying in her father's arms, before Agatha went unconscious. Still alive.

"He let her go," the Doctor said quietly. "Right at the end, the Vespiform chose to save someone's life."

Donna touched Caroline's shoulder as she spoke. "Is she all right, though?"

The Doctor nodded, eyes wide. "Of course. The amnesia. Wiped her mind of everything that happened. The wasp, the murders."

"And us. She'll forget about us."

"Yeah, but we've solved another riddle." He grinned. "The mystery of Agatha Christie. And tomorrow morning, her car gets found by the side of a lake. A few days later, she turns up at a hotel in Harrogate with no idea of what just happened."

|C-S|

The trio of time travelers stood beside the TARDIS, watching as Agatha walked slowly up the steps of the hotel history knew her to be found at.

"No one'll ever know," the Doctor said.

"Lady Eddison, the Colonel, and all the staff. What about them?"

He shrugged. "Shameful story. They'd never talk of it. Too British. While the Unicorn does a bunk back to London town. She can never even say she was there."

"What happens to Agatha?" Caroline asked. She knew the woman's story, at least a bit of it, but somehow it would feel more true, now, to hear a Time Lord that knew when events were fixed or in flux say it.

He grinned. "Oh, great life. Met another man, married again. Saw the world. Wrote and wrote and wrote."

Donna frowned. "She never thought her books were any good though. And she must have spent all those years wondering."

The Doctor turned and walked back into the TARDIS, holding the door open for his companions for a moment before walking up towards the console. "The thing is, I don't think she ever quite forgot." He squat by a grille on the ground by the console, pulling it up. "Great mind like that, some of the details kept bleeding through. All the stuff her imagination could use. Like, Miss Marple."

Donna sighed, shaking her head. "I should have made her sign a contract."

"And…where is it?" he pulled a chest from within the grille. "Where is it…hold on. Here we go. 'C'." Donna and Caroline crouched beside the Doctor as he opened the chest. "That is 'C' for Cybermen." He threw a large metal chest plate away. "'C' for Carrionites." A green globe that almost sounded like it had women screaming inside of it. Then a bust of Caesar. "And Christie, Agatha. Look at that." He held up the paperback book, handing it to Caroline.

It was an edition of 'Death in the Clouds' with a gigantic wasp on the cover. Caroline smiled. "She did remember."

The Doctor nodded. "Somewhere in the back of her mind, it all lingered. And that's not all. Look at the copyright page."

Caroline turned to it, reading quickly. "'Facsimile edition published in the year'…" her eyes widened and she looked up at the Doctor "'five billion!'"

He grinned. "People never stop reading them. She is the bestselling novelist of all time."

Donna sighed, standing. "But she never knew."

The Doctor and Caroline did the same, the human still holding onto the book. "Well, no one knows how they're going to be remembered. All we can do is hope for the best. Maybe that's what kept her writing." He rested his hands on the console. "Same thing keeps me travelling." He looked at both of them, Caroline and the Doctor managing not to blush that time. "Onwards?"

Donna nodded. "Onwards."

Caroline grinned. "Onwards."

 **A/N: The case has been solved! But, this time, it was not Donna who shocked the Doctor with a kiss, but Caroline...**

 **Next, we have the Library; what will happen there?**


	16. Bump in the Night

**Bump in the Night**

The Doctor grabbed Caroline's hand, pulling her out of the TARDIS as he spoke. "Books," he cheered. "People never really stop loving books." They walked out into some sort of reception area, Donna beside both of them. "Fifty-first century. By now you've got holovids, direct to brain downloads, fiction mist, but you need the smell. The smell of books. Deep breath." He did so, and Caroline laughed at the slightly exaggerated expression on his face.

They walked down a staircase which gave them quite a nice view of the planet, and Caroline couldn't help but stare. The entire city, perhaps even the entire planet, filled completely with books.

"The Library. So big it doesn't need a name. Just a great big 'The'."

"It's like a city." Donna stared, wide eyed, just like Caroline.

"It's a world." The companions turned to him. "Literally, a world. The whole core of the planet is an index computer. Biggest hard drive ever." He gestured to the shelves below them. "And up here, every book ever written. Whole continents of Jeffrey Archer, Bridget Jones, Monty Python's Big Red Book. Brand new editions, specially printed. We're near the equator, so…" he licked his finger and held it up to the wind. "This must be biographies. I love biographies."

Donna laughed. "Yeah, very you. Always a death at the end."

The Doctor grinned, shrugging. "You need a good death. Without death, there'd only be comedies. Dying gives us size." Donna reached over and picked up a book as he spoke, but the Doctor almost instantly grabbed it from her hand, holding it away from both companions. "Spoilers!"

Donna frowned. "What?"

Caroline noticed the Doctor's eyes flickering to her. "Most of these books are from our future. We may spoil something important."

He nodded. "Like peeking at the end."

"Isn't travelling with you one big spoiler?"

The Doctor shrugged. "I try to keep you both away from major plot developments. Which, to be honest," he grimaced, "I seem to be very bad at, because you know what?" He looked around them. "This is the biggest library in the universe. So where is everyone?"

He stepped away from her, hand drifting out of Caroline's hold, as she spoke. "It's silent."

"The library?" Donna asked as the Doctor soniced a nearby information screen, both companions coming up to either side.

"The planet. The whole planet."

Donna shrugged. "Maybe it's a Sunday."

"No, I never land on Sundays. Sundays are boring."

"Everyone could be quiet," Caroline shrugged, though as she said it she stared at the screen the Doctor was frowning at. "But they'd still show up on the system." The Doctor nodded.

"Doctor, why are we here?" Donna asked, sighing. "Really, why?"

"Oh, you know, just passing." He shrugged.

Donna turned to face him. "No, seriously. It was all, 'let's hit the beach', and then suddenly we're in a library. Why?"

The Doctor frowned at the screen. Caroline was wondering about the same thing, what had drawn the Doctor to the Library, but she was also concerned about no one being in the Library. "Now that's interesting."

"What?"

"Scanning for life forms. If I do a scan for your basic humanoids. You know, your book readers, few limbs and a face…" he pressed a few buttons and the screen made it very clear the computer system only registered three life forms, "apart from us, I get nothing. Zippo, nada. See? Nobody home. But if I widen the parameters to any kind of life…" he reset the computer and it errored, since the life form number had reached the maximum. "A million, million. Gives up after that."

Caroline frowned, leaning a bit closer. "A million, million."

Donna shook her head. "But there's nothing here. There's no one."

"And not a sound. A million, million life forms, and silence in the library."

"But there's no one here. There's just books. I mean, it's not the books, is it? I mean, it can't be the books, can it? I mean, books can't be alive."

All three of them turned to look at the book that Donna had originally grabbed, slowly reaching out to touch it, before they were all interrupted by a voice behind them.

"Welcome!"

Donna spun back the way they had originally come. "That came from there."

They returned slowly to the nearly empty room they had arrived in, though now all of them took note of the large sculpture standing by the curved desk…with a human face. Caroline glanced at the Doctor, but he didn't seem as shocked as Donna, which meant this would be normal in the future. He didn't have a problem with it, and Caroline had learned very quickly that the Doctor's opinion was one to trust when it came to aliens and the future.

"I am Courtesy Node 710/Aqua," the face, sounding female, said. "Please enjoy the Library and respect the personal access codes of all your fellow readers, regardless of species or hygiene taboo."

"That face," Donna said, "it looks real."

The Doctor nodded. "Yeah, don't worry about it."

"A statue with a real face, though? It's a hologram or something, isn't it?"

He shook his head. "No, but really, it's fine."

"Additionally," the face continued, "there follows a brief message from the Head Librarian for your urgent attention. It has been edited for tone and content by a Felman Lux Automated Decency Filter. Message follows. 'Run. For God's sake, run. No way is safe. The Library has sealed itself, we can't. Oh, they're here. Argh. Slarg. Snick.' Message ends. Please switch off your mobile comm. units for the comfort of other readers."

The Doctor nodded slowly. "So that's why we're here. Any other messages, same damp stamp?"

"One additional message. This message carries a Felman Lux coherency warning of 5011-"

The Doctor waved a hand at it. "Yeah, yeah, fine, fine, fine. Just play it."

"Message follows. 'Count the shadows. For God's sake, remember, if you want to live, count the shadows.' Message ends."

This time Caroline knew she was taking the Doctor's hand; she was gripping it with all of her possible strength, and he didn't comment. Because if there was something in the shadows…

"Donna? Caroline?" the Doctor said, all of them turning around slowly.

Caroline said nothing, but Donna looked at him. "Yeah?"

"Stay out of the shadows."

"Why, what's in the shadows?"

The Doctor said nothing, simply leading them to a row of bookcases, not questioning Caroline's grip on his hand, though they both knew that Donna was looking at it curiously. Normally, when they would touch, it would be light, a simple comfort to remind Caroline that he was there, that he was listening.

Now it was to calm her racing heart.

"So…we weren't just in the neighborhood," Donna said.

He shrugged. "Yeah, I kind of, sort of lied a bit. I got a message on the psychic paper." He pulled it out to show to both of them. 'The Library. Come as soon as you can. X.' "What do you think? Cry for help?"

Donna scoffed. "Cry for help with a kiss?"

"Oh, we've all done that."

Caroline swallowed. "Who's it from?"

"No idea."

"So why did we come here? Why did you-"

"Doctor…" Caroline's voice was quiet, but the other two heard it instantly, all turning to look at the lights beginning to go out at the other end of the corridor, traveling towards them. Plunging them into darkness.

"What's happening?"

"Run!" the Doctor shouted, doing just that, dragging Caroline along with him. Once they came to a door he tried to force it open, shoving his shoulder against it. "Come on!"

Donna frowned. "What, is it locked?"

"Jammed. The wood's warped."

"Well, sonic it. Use the thingy."

He grimaced. "I can't, it's wood."

"What, it doesn't do wood?"

Caroline just fixed her gaze on the approaching darkness.

The Doctor stared at the door. "Hang on, hang on. I can vibrate the molecules, fry the bindings. I can shatterline the interface."

Donna sighed. "Oh, get out of the way!" she kicked the door open and all three of them ran in, slamming the door after them. The Doctor jammed a nearby book into the handles to bolt it while Caroline walked closer to the center of the room, frowning at the strange little camera hovering in the center.

The Doctor turned when he saw she wasn't there. "Oh. Hello." He walked up beside Caroline. "Sorry to burst in on you like this. Okay if we stop here for a bit?"

Instead of answering, the globe camera just fell to the ground. Caroline crouched next to it, extremely thankful for something that could calm her down after just running away from shadows. She needed computers, technology, basic alien and scientific problems she could deal with.

"What is it?" Donna asked.

Caroline touched it carefully. "Security camera," she guessed. "It seems to have switched itself off." She picked it up gingerly and passed it to the Doctor to examine.

"Nice door skills, Donna."

Donna shrugged. "Yeah, well, you know, boyfriends. Sometimes you need the element of surprise." She glanced back at the door. "What was that? What was after us? I mean, did we just run away from a power cut?"

"Possibly."

"Are we safe here?"

The Doctor grinned. "Of course we're safe. There's a little shop." He pointed towards it just as the camera popped open, Caroline leaning closer to look. "Gotcha!"

But there wasn't wires. Instead, there was a screen flashing a message. 'No, stop it. No. No.'

The Doctor's eyes widened. "Ooo, I'm sorry. I really am. I'm sorry. I'm so sorry." He looked up at Caroline. "It's alive."

"You said it was a security camera."

The Doctor nodded. "It is. It's an alive one."

"Others are coming," Caroline read, the message on the screen shifting.

"Others? What's it mean, others?" Donna turned to another one of the faces, this time a male. "Excuse me. What does it mean, others?"

He glanced at her. "That's barely more than a speak your weight machine, it can't help you."

"So why's it got a face?"

"Tis flesh aspect was donated by Mark Chambers on the occasion of his death," the face said.

Donna's eyes widened. "It's a real face?"

"It has been actualized individually for you from the many facial aspects saved to our extensive flesh banks. Please enjoy."

She stepped back. "It chose me a dead face it thought I'd like? That statue's got a real dead person's face on it."

The Doctor shrugged. "It's the fifty first century. That's basically like donating a park bench."

"It's donating a face!"

The Doctor turned and grabbed Donna, pulling her away. "No, wait, no!"

"Oi. Hands." Donna slapped his hands away.

"The shadow." He nodded towards it. "Look."

Donna frowned. "What about it?"

"Count the shadows," Caroline said, quoting the message from before, beginning to feel sick to her stomach.

"One. There, counted it. One shadow."

"What's casting it?"

There was nothing.

The Doctor hit himself on the head. "Oh, I'm thick! Look at me, I'm old and thick. Head's too full of stuff." He frowned. "I need a bigger head."

They all turned to look at the far end of another corridor, watching the lights go out. Caroline grabbed the Doctor's hand again.

"The power must be going," Donna said.

"This place runs on fission cells. They'll outburn the sun."

Donna swallowed. "Then why is it dark?"

"It's not dark."

She glanced back. "That shadow. It's gone."

"We need to get back to the TARDIS."

"Why?"

"Because that shadow hasn't gone. It's moved."

"Reminder. The Library has been breached," the face said. "Others are coming. Reminder. The Library has been breached. Others are coming. Reminder. The Library has been breached-"

It was cut off by the door bursting open in a cloud of bright light, six people in spacesuits entering. One of them, seeming to be their leader just given their stance, walked straight up to the Doctor, who had let go of Caroline's hand in shock. The figure adjusted her transparency on her filter to reveal her face; it was a woman. "Hello sweetie."

"Get out!" the Doctor shouted at them.

"Doctor," Donna said quietly, but the Doctor didn't listen.

"All of you, turn around, get back in your rocket and fly away. Tell your grandchildren you came to the Library and lived. They won't believe you."

The woman didn't listen. "Pop your helmets, everyone. We've got breathers."

"How do you know they're not androids?" another woman said as the entire crew began to remove their helmets.

"Because I've dated androids. They're rubbish."

"Who is this?" an older man said, glaring at the three time travelers. "You said we were the only expedition. I paid for exclusives."

The woman shrugged. "I lied, I'm always lying. Bound to be others."

"Miss Evangelista, I want to see the contracts," the man said to a younger woman, who scrambled to find them.

"You came through the north door, yeah?" the first woman asked the Doctor. "How was that, much damage?"

The Doctor shook his head. "Please, just leave. I'm asking you seriously and properly, just leave." He frowned. "Hang on. Did you say expedition?"

The older man nodded. "My expedition. I funded it."

The Doctor groaned, stepping back. "Oh, you're not, are you? Tell me you're not archaeologists."

The first woman smirked. "Got a problem with archaeologists?"

"I'm a time traveler. I point and laugh at archaeologists."

She held out her hand. "Ah. Professor River Song, archaeologist."

He didn't take it. "River Song, lovely name. As you're leaving, and you're leaving now, you need to set up a quarantine beacon. Code wall the planet, the whole planet. Nobody comes here, not ever again. Not one living thing, not here, not ever." He pointed at the second woman who'd spoken, who'd started walking a bit too close to the shadows. "Stop right there. What's your name?"

The woman paused. "Anita."

"Anita, stay out of the shadows. Not a foot, not a finger in the shadows till you're safely back in your ship. Goes for all of you. Stay in the light. Find a nice, bright spot and just stand. If you understand me, look very, very scared." No one looked that scared, and River Song was actually smiling at him. "No, bit more scared than that." No one changed. "Okay, do for now." He pointed to one of the men. "You. Who are you?"

"Er…Dave."

"Okay, Dave."

"Oh, well, Other Dave, because that's Proper Dave the pilot, he was the first Dave, so when we…"

"Other Dave, the way you came, does it look the same as before?"

Other Dave shrugged, glancing back. "Yeah. Oh, it's a bit darker."

"How much darker?"

"Oh, like I could see where we came through just like a moment ago. I can't now."

The Doctor nodded towards the door. "Seal up this door. We'll find another way out."

"Would you-"

"We're not looking for a way out," the older man said, crossing his arms. "Miss Evangelista?"

The young woman stepped forward, three groups of paper in her hands. "I'm Mr. Lux's personal everything. You need to sign these contracts agreeing that your individual experience inside the Library are the intellectual property of the Felman Lux Corporation."

"Right, give it here," the Doctor grabbed it.

"Yeah, lovely."

"Thank you.'

After a moment, all three of them tore the forms in half. Caroline may have been quite terrified at the moment, but she already didn't like Mr. Lux.

"My family built this Library! I have rights."

"You have a mouth that won't stop," River cut in, looking at the Doctor. "You think there's danger here?"

The Doctor nodded. "Something came to this library and killed everything in it. Killed a whole world. Danger? Could be."

"That was a hundred years ago. The Library's been silent for a hundred years. Whatever came here's long dead."

He raised an eyebrow. "Bet your life?"

"Always."

The Doctor took a step back at that.

"What are you doing?" Mr. Lux asked Other Dave.

"He said seal the door."

"Torch!" the Doctor grabbed it from Mr. Lux's hand.

"You're taking orders from him?"

The Doctor grinned. "Spooky, isn't it?" He walked to the edge of the room and began looking around with the torch. "Almost every species in the universe has an irrational fear of the dark. But they're wrong, because it's not irrational. It's Vashta Nerada."

Caroline wished the Doctor was beside her in that moment, because she quite needed someone's hand to hold. She didn't notice River staring at her with a frown, with confusion, though Donna did. "What's Vashta Nerda?" she managed to ask.

"It's what's in the dark. It's what's always in the dark." The Doctor turned around. "Lights! That's what we need, lights. You got lights?"

River frowned. "What for?"

"Form a circle. Safe area. Big as you can, lights pointing out."

"Oi. Do as he says."

"You're not listening to this man?" Mr. Lux scoffed.

River shrugged. "Apparently I am. Anita, unpack the lights. Other Dave, make sure the door's secure, then help Anita. Mr. Lux, put your helmet back on, block the visor. Proper Dave, find an active terminal. I want you to access the library database. See what you can find out about what happened here a hundred years ago. Pretty boy, you're with me. Step into my office."

Everyone began to do as River had instructed. "Professor Song, why am I the only one wearing my helmet?"

"I don't fancy you."

The Doctor went over to Proper Dave at the terminal, and Caroline followed. "Probably I can help you," he said, but River snapped at him.

"Pretty boy. With me, I said."

The Doctor leaned back, pointing at himself. "Oh, I'm pretty boy?"

Donna nodded. "Yes. Ooo, that came out a bit quick."

"Pretty?"

Donna shrugged. "Meh."

He left Caroline with Proper Dave, calling to the crew as he walked. "Don't let your shadows cross. Seriously, don't even let them touch. Any of them could be infected."

Proper Dave glanced at Caroline. "What's your name?"

She swallowed. "Caroline. Caroline Attwater, twenty first century."

"Then you're really time travelers?"

Caroline smiled. "Really time travelers." She studied the screen. "We found a conscious security drone. I'd recommend you treed carefully."

He frowned, typing. "Conscious security drones?"

They managed to reach the security protocols, only to be interrupted by a loud alarm, which Caroline swore sounded like a twenty first century phone.

Everyone turned to look at the pair of them. "Sorry, that was us," Proper Dave said. "Trying to get through into the security protocols. We seem to have set something off. What is that? Is that an alarm?"

"It sounds like a phone," Caroline said, the Doctor walking over almost instantly.

"I'm trying to call up the data core, but it's not responding. Just that noise."

Caroline looked back at the Doctor. "Doctor, that's a phone."

He pushed Proper Dave aside, letting the man join the rest of his crew as they gathered around the screen. "Let me try something." He typed a few things before the screen flashed 'Access Denied'. "Okay, doesn't like that. Let's try something else." A few more keystrokes and an image began to fade into view. "Okay, here it comes. Hello?"

There was a girl. A little human girl sitting at a low table with colored pencils. "Hello," the girl said, turning to face them. "Are you in my television?"

"Well, no…I'm…I'm sort of in space. Er…I was trying to call up the data core of a triple grid security processor."

The girl blinked. "Would you like to speak to my Dad?"

The Doctor nodded. "Dad or your Mum. That'd be lovely."

Her eyes widened and she seemed to remember them. "I know you. You're in my Library."

He frowned. "Your Library?"

"The Library's never been on the television before. What have you done?"

"Er…well, I just rerouted the interface." But then it seemed like they lost connection, since the screen just flashed 'access denied' again.

"What happened?" River asked. "Who was that?"

The Doctor stepped back. "I need another terminal." He ran towards the terminal on the other side of the room. "Keep working on those lights. We need those lights!"

River nodded, following the Doctor, essentially taking Caroline's place. "You heard him, people. Let there be light."

 **A/N: Time for River and the Library! Why was River staring at Caroline so oddly? What will happen as the Doctor tries to save his companions?**


	17. Dust in the Air

**Dust in the Air**

Caroline moved, instead, closer to Donna, but she didn't get that far before books began to fly from the shelves.

"What's that?" the Doctor asked, turning. "I didn't do that. Did you do that?" he pointed at Proper Dave, who raised his hands.

"Not me."

The Doctor turned back to the screen. "What's Cal?"

Caroline and Donna both changed their paths after, when looking around the room, they saw Miss Evangelista panicking in the corner, taking deep breaths but not seeming to be able to stop it.

"Are you all right?" Caroline asked quietly.

"What's that?" Miss Evangelista asked. "What's happening?"

"I don't know," Mr. Lux said, sounding very annoyed with her and making Caroline hate him more.

"Oh, thanks, for er…you know, offering to help with the lights," Donna tried.

Miss Evangelista wasn't calmed. She stared at the crew. "They don't want me. They think I'm stupid, because I'm pretty."

"Well, then they're the stupid ones," Caroline touched Miss Evangelista's shoulder. "Because pretty people can be smart."

"No, but they're right. I'm a moron, me. My dad said I have the IQ of plankton, and I was pleased."

Caroline frowned slightly. "If everyone thinks you're not important, then you have ample chance to notice things they'd never have time for. Always keep your eyes open, Evangelista. Prove them wrong."

A few more books flew off the shelves and Caroline held Miss Evangelista's arm. "What's causing that?" River asked. "Is it the little girl?"

The Doctor frowned. "But who is the little girl? What's she got to do with this place? How does the data core work? What's the principle? What's Cal?" he turned and leapt back over the desk he'd been behind, sitting on top of it.

River shrugged. "Ask Mr. Lux."

He turned to the man. "Cal, what is it?"

"Sorry, you didn't sign your personal experience contracts."

The Doctor leapt off the desk to approach the man. "Mr. Lux. Right now, you're in more danger than you've ever been in your whole life. And you're protecting a patent?"

"I'm protecting my family's pride."

"Well, funny thing, Mr. Lux. I don't want to see everyone in this room dead because some idiot thinks his pride is more important."

"Then why don't you sign his contract?" River said, and the Doctor turned to her in surprise. "I didn't either. I'm getting worse than you."

The Doctor backed up slightly, addressing all of them again. "Okay, okay, okay. Let's start at the beginning. What happened here? On the actual day, a hundred years ago, what physically happened?"

"There was a message from the Library," River explained. "Just one. The lights are going out. Then the computer sealed the planet, and there was nothing for a hundred years."

"It's taken three generations of my family just to decode the seals and get back in."

"Er…excuse me?" Miss Evangelista called, and Caroline glanced at her.

Mr. Lux waved a hand at her. "Not just now."

"There was one other thing in the last message," River continued, drawing Caroline's attention.

"That's confidential."

River shrugged. "I trust this man with my life, with everything."

Mr. Lux frowned. "You've only just met him."

"No, he's only just met me." And River looked towards Caroline, only for a moment, but it was enough for both Caroline and the Doctor to see. If the woman knew the Doctor's future…what did that mean for her?

"Er…this might be important, actually," Miss Evangelista tried again.

"In a moment."

River held up a device for the Doctor to see. "This is a data extract that came with the message."

"'4,022 saved. No survivors'," the Doctor read.

River nodded. "4,022. That's the exact number of people who were in the Library when the planet was sealed."

"But how can 4,022 people have been saved if there were no survivors?" Donna asked.

"That's what we're here to find out."

"Saved," Caroline said quietly. "Specifically saved, correct?" The Doctor nodded. She turned to look at Miss Evangelista but the woman was missing. "Evangelista is gone."

They knew right where she went, because a moment later they heard her scream.

The Doctor led the way out of the room, holding his sonic as a light. They entered into some sort of study room, Caroline clinging onto Donna. "Everybody, careful. Stay in the light."

Proper Dave sighed. "You keep saying that. I don't see the point."

"Where is she?"

"Miss Evangelista," River said into her comm., "please state your current…" But River's voice echoed from the skeleton sitting in the chair dressed in rags, "…position." She stepped forward and revealed the comm. on the skeleton's collar. "It's her. It's Miss Evangelista."

Anita shook her head, gasping. "We heard her scream a few seconds ago. What could do that to a person in a few seconds?"

"It took a lot less than a few seconds," the Doctor said quietly.

"What did?"

But they were interrupted again by Miss Evangelista's voice. "Hello?"

River swallowed hard. "Er, I'm sorry, everyone. Er…this isn't going to be pleasant. She's ghosting?"

Donna frowned. "She's what?"

"Hello? Excuse me. I'm sorry. Hello? Excuse me."

"That's…that's her, that's Miss Evangelista."

Other Dave shook his head. "I don't want to sound horrible, but couldn't we just, you know?"

"This is her last moment. No, we can't. A little respect, thank you."

"Sorry, where am I? Excuse me?"

Donna stepped forward, leaving Caroline standing with the rest of the crew. "But that's Miss Evangelista."

"It's a data ghost. She'll be gone in a moment." River spoke into Miss Evangelista's comm.. "Miss Evangelista, you're fine. Just relax. We'll be with you presently."

Caroline looked towards the Doctor. "What's a data ghost?"

"There's a neural relay in the communicator. Let's you send thought mail." He nodded at the communicator. "That's it there. Those green lights. Sometimes it can hold an impression of a living consciousness for a short time after death. Like an afterimage."

Anita nodded. "My grandfather lasted a day. Kept talking about his shoelaces."

"She's in there."

"I can't see. I can't…where am I?" Caroline stepped a bit closer to the communicator, coming beside Donna.

"She's just brain waves now," Proper Dave said. "The pattern won't hold for long."

"But…she's conscious. She's thinking."

"I can't see, I can't…I don't know what I'm thinking."

The Doctor sighed. "She's a footprint on the beach. And the tide's coming in."

"Where're those women? The nice women? Are they there?"

Mr. Lux frowned. "What women?"

"She means…" Donna looked up, gesturing towards Caroline. "I think she means us."

"Are they there? The nice women."

River nodded. "Yes, they're here, hang on." River held the button on the communicator before nodding to Miss Evangelista's body. "Go ahead. She can hear you."

"Hello?" Miss Evangelista said. "Are you there?"

The Doctor touched Caroline's shoulder, looking towards Donna as she spoke. "Help her."

Donna shook her head. "She's dead."

Caroline just stared at the communicator. "We have to help her."

"Hello? Is that the nice women?"

Caroline nodded. "Hello. We're here."

"Yeah," Donna nodded. "You okay?"

"What I said before, about being stupid. Don't tell the other's, they'll only laugh."

The companions nodded. "Course we won't," Donna said. "Course we won't tell them."

"Don't tell the other's, they'll only laugh."

Donna frowned, and the Doctor squeezed Caroline's shoulder. "We won't tell them. I said we won't."

"Don't tell the others, they'll only laugh."

"We're not going to tell them."

The little green lights began to blink. "Don't tell the other's, they'll only laugh."

"She's looping now," River said. "The pattern's degrading."

As Miss Evangelista continued to speak, Caroline stepped back to be closer to the Doctor, letting the Time Lord comfort her. "I can't think. I don't know…I…I…I…Ice cream. Ice cream. Ice cream. Ice cream. Ice cream."

"Does anyone mind if I?" River asked quietly.

"Ice cream. Ice cream."

River turned off the comm., silencing Miss Evangelista.

Donna shook her head. "That was…that was horrible. That was the most horrible thing I've ever seen."

"No." River shook her head, touching Donna's shoulder gently. "It's just a freak of technology. But whatever did this to her, whatever killed her, I'd like a word with that."

The Doctor nodded. "I'll introduce you."

The group returned to the main room, the Doctor helping Caroline as they walked through the darkness. He squeezed her hand one last time before jumping into the center of the light. "I'm going to need a packed lunch."

"Hang on." River crouched down to look through her bag.

The Doctor did the same. "What's in that book?" Caroline could hear their conversation this time, standing closer to them now.

River smirked. "Spoilers."

"Who are you?"

"Professor River Song, University of-"

The Doctor cut her off. "To me. Who are you to me?"

River glanced up at Caroline. "Again, spoilers." She handed the Doctor a lunch box. "Chicken and a bit of salad. Knock yourself out."

"Right, you lot." The Doctor turned and walked to the edge of the light. "Let's all meet the Vashta Nerada." He began to scan the floor with his sonic and while Caroline was tempted to be beside him as he hunted for the aliens, she couldn't be that close to the species that spawned the fear of darkness in all races.

Instead, Caroline stood beside Donna. River walked up to both of them. "You travel with him, don't you?" she asked them. "The Doctor, who travel with him."

Donna frowned. "What of it?"

"Proper Dave, could you move over a bit?" the Doctor called, making Caroline glance at him.

"Why?"

The Doctor didn't respond. "Over there by the water cooler. Thanks."

Caroline studied River. "You know him."

The woman started and took a breath before answering her. "We go way back…that man and me." She noticeably caught herself from saying something else. "Just not this far back."

"He's a time traveler," Caroline said.

River nodded. "He hasn't met me yet." She glanced back at the Doctor. "I sent him a message, but it went wrong. It arrived too early. This is the Doctor in the days before he knew me. And he looks at me…he looks right through me and it shouldn't kill me, but it does." She didn't look at Caroline.

Donna was slightly confused, but Caroline had been watching River and the Doctor. It only made sense that a time traveler would eventually encounter someone from his future. His timeline isn't exactly linear in comparison to the rest of the universe. "You're from his future. His personal future."

"Yes."

"Okay, got a live one," the Doctor called, interrupting their conversation. "That's not darkness down those tunnels. This is not a shadow. It's a swarm. A man eating swarm." He threw the chicken leg into the shadow, and it was only bone by the time it landed. "The piranhas of the air. The Vashta Nerada. Literally, the shadows that melt the flesh. Most planets have them, but usually in small clusters. I've never seen an infestation on this scale, or this aggressive."

"What do you mean, most planets? Not Earth?"

The Doctor nodded. "Mmm. Earth, and a billion other worlds. Where there's meat, there's Vashta Nerada. You can see them sometimes, if you look. The dust in sunbeams."

Donna shook her head. "If they were on Earth, we'd know."

"Nah. Normally they live on road kill. But sometimes people go missing. Not everyone comes back out of the dark."

River's eyes widened. "Every shadow?"

"No. But any shadow."

"So what do we do?"

The Doctor shrugged. "Daleks, aim for the eyestalk. Sontarans, back of the neck. Vashta Nerada? Run. Just run."

"Run? Run where?"

The Doctor glanced around the space. "This is an index point. There must be an exit teleport somewhere."

Mr. Lux shrugged, shaking his head. "Don't look at me, I haven't memorized the schematics."

Donna stepped forward. "Doctor, the little shop." She pointed at the sign he had seen earlier. "They always make you go through the little shop on the way out so they can sell you stuff."

He grinned. "You're right. Brilliant! That's why I like the little shop."

Proper Dave nodded. "Okay, let's move it." He began to walk towards the store, but the Doctor held out his hand.

"Actually, Proper Dave? Could you stay where you are for a moment?"

Proper Dave paused. "Why?"

"I'm sorry. I am so, so sorry. But you've got two shadows." The Doctor pointed to the duel shadows. "It's how they hunt. They latch on to a food source and keep it fresh."

"What do I do?"

"You stay absolutely still, like there's a wasp in the room. Like there's a million wasps."

River stepped forward. "We're not leaving you, Dave."

"Course we're not leaving him. Where's your helmet?" Proper Dave almost moved. "Don't point, just tell me."

"On the floor, by my bag." Anita went to find it.

"Don't cross his shadow," the Doctor warned as Anita walked back. "Thanks. Now, the rest of you, helmets back on and sealed up. We'll need everything we've got." He put Proper Dave's helmet back on.

"But, Doctor," Donna said, we haven't got any helmets."

He waved a hand. "Yeah, but we're safe anyway."

"How are we safe?"

"We're not. That was a clever lie to shut you up." He glanced at River. "Professor, anything I can do with the suit?"

Mr. Lux shrugged, exasperated. "What good are the damn suits? Miss Evangelista was wearing her suit. There was nothing left."

River thought for a moment. "We can increase the mesh density. Dial it up four hundred percent. Make it a tougher meal."

"Okay." The Doctor used his sonic on Proper Dave's suit. "Eight hundred percent. Pass it on." He held the sonic out to River but she just held up a sonic of her own.

"Gotcha."

The Doctor frowned. "What's that?"

"It's a screwdriver."

"It's sonic."

River nodded. "Yeah, I know. Snap." She upgraded everyone's suit as the Doctor grabbed Donna and Caroline.

"With me," he said quietly, guiding them towards the shop. "Come on."

"What are we doing?" Donna asked, frowning. "We shopping. Is it a good time to shop?"

He brought them to a small dais. "No talking, just moving. Try it." Donna stepped closer. "Right, stand in the middle, Donna first." Caroline stood by the Doctor's side. "It's a teleport. Stand in the middle. Can't send the others, TARDIS won't recognize the."

Donna frowned. "What are you doing?"

"Neither of you have suits. You're not safe."

"You don't have a suit, so you're in just as much danger as we are, and I'm certainly not leaving you…"

"Donna, let me explain." But, as the Doctor had planned, Donna teleported away a second later. "Oh, that's how you do it." He turned to Caroline, who was gripping one of the three control panels. "You have to go too."

"I don't want to leave you."

"It's not safe for you to stay." He glanced back at the rest of the group, but they hadn't noticed the three had gone missing. "Please, Caroline."

She stepped forward and hugged him for a moment before stepping back to the middle of the dais. "I am ordering you to stay safe Doctor." She sounded surprisingly controlling in that moment. "You have to survive this, no matter what happens."

The Doctor only nodded, taking a deep breath before returning Caroline to the TARDIS.

She stood in the center of the TARDIS for a moment, barely flickering into sight, before she screamed. She was being drawn away, drawn back, and two forces were fighting for her safety.

But one won, one was much stronger, and she vanished.

|C-S|

Later, the Doctor stood on a stool in another book filled room, sonicing the light while the rest of the crew rested after their run from Proper Dave. River walked up to him. "Trying to boost the power," he said quietly. "Light doesn't stop them, but it slows them down."

"So, what's the plan?" She began to use her own sonic on the light. "Do we have a plan?"

The Doctor frowned at it. "Your screwdriver looks exactly like mine."

River nodded. "Yeah. You gave it to me."

He frowned. "I don't give my screwdriver to anyone."

She shrugged. "I'm not anyone."

"Who are you?"

River didn't answer. "What's the plan?"

The Doctor climbed off the stool. "I teleported Caroline and Donna back to the TARDIS. If we don't get back there in under five hours, emergency program one will activate."

River nodded. "Take them home, yeah. We need to get a shift on."

But he wasn't paying attention to her. He was looking at the sonic, frowning at it, feeling his hearts quicken. "They're not there. I should have received a signal. The console signals me if there's a teleport breach."

River looked surprisingly worried for the Doctor's companions, but he wasn't really paying attention to anything but the thought that he may have just doomed his two companions to being alone in a planet-sized Library infested with Vashta Nerada. "Maybe the coordinates slipped. The equipment here's ancient."

The Doctor hurried to a nearby Node. "Caroline Attwater. Donna Noble. They're somewhere in this library. Do you have the software to locate their position?"

But when the Node turned around, the Doctor felt like the floor opened up below him. It was Caroline's face. "Caroline Attwater has left the Library. Caroline Attwater has been saved."

"Caroline…" he breathed, but the Node continued.

"Donna Noble has left the Library. Donna Noble has been saved."

River stood beside the Doctor, eyes wide, horrified. "How can it be Caroline? How is that possible?"

"Caroline Attwater has left the Library. Caroline Attwater has been saved."

The Doctor shook his head. "No."

"Donna Noble has left the Library."

"Hey," Proper Dave said from the end of the aisle, but the Doctor wasn't noticing, "who turned out the lights?"

River turned. "Doctor!"

"Donna Noble has been saved."

"Hey, who turned out the lights?"

"Caroline Attwater has left the Library."

River grabbed the Doctor's shoulder. "Doctor, we have to go now!"

"Caroline Attwater has been saved."

"Hey, who turned out the lights?"

River managed to make the Doctor move, but the entire group was only backed into a corner. There was nowhere else to run, nowhere safe to be.

And the Node just kept repeating itself, and Proper Dave just kept approaching.

They were trapped, and his companions were missing.

And it was all his fault.

 **A/N: Uh oh...the Doctor's really messed up this time. But I wonder what will happen to Caroline while she's inside the computer...**


	18. Secrets in the Watch

**Secrets in the Watch**

To say that Caroline Attwater enjoyed hospitals would be a lie that even an idiot could spot.

It had gotten so bad that she needed to be strapped down if she was going to be on her own for extremely long extended moments of time just to keep her from attempting to break out. And even then, occasionally, she would still manage to run out of her room, screaming before collapsing and gripping her hair, shaking until a nurse escorted her back to her room.

Sometimes she pretended to be fine, just to be allowed to move freely, but most of the time everything was too much. She hated hospitals, hated them with all of her soul.

But she was trapped.

Dr. Moon visited her every day. He would sit with her in her room and remind her that her dreams, her wonderful dreams, were false. They were wonderful and fantastical and perfect but they weren't real.

But Caroline Attwater wouldn't speak. She would just twist a pocket watch around in her hands and stare at him, willing him to fade.

Because this wasn't real. None of this could be real.

Every second of every day her head hurt. It felt like it was bursting at the seams, like there was too much for it to contain in such a tiny little thing. Like she had every bit of the universe attempting to fit itself inside her tiny little skull.

She could barely think. She could barely function.

All she wanted to do was scream.

Because maybe, just maybe, screaming would just shatter everything and she'd be free.

Now she stood at her window, hands pressed against the glass, watching Dr. Moon and a ginger woman walk on the grounds. When she blinked, they were gone, down at the river with the ducks. She knew they were there. She saw them, imprinted in her mind. Forced there.

She didn't remember the last time she had spoken a word. It felt like minutes, but Dr. Moon had told her once that it had been two years.

It felt like seconds. An eternity shoved inside a few brief moments of time. A paradox trying to fit itself inside her.

And it wasn't fitting. It would never fit. Because there just wasn't enough space.

And none of it was real.

She would blink and things would fade. They wouldn't exist until she opened her eyes again. She felt them leave and return every second. Drifting in and out of existence as she wished. Everything was under her control.

And yet she couldn't leave. She'd never be able to leave because she was a danger to herself and others, Dr. Moon kept telling her. He wished she would get better, but nothing he was trying seemed to be working.

She would be stuck here for an eternity.

It was a year before she was able to see Donna Noble again, though it passed in a blink. Caroline had been allowed to exit her room for an hour, allowed to roam with close supervision. And she found Donna Noble. How could she not?

She didn't say a word, she couldn't, every time she tried to speak words wouldn't come. They would flounder the moment she tried to form a sound, falling away from her reach. Her bursting brain didn't have space for any language. Only pain, only the knowledge that this wasn't real, none of this was real, it would never be real.

Everything was wrong here.

She ran forwards before her supervision could stop her, reaching out for Donna. The woman turned in shock once she noticed her and Caroline begged her to recognize her. Caroline didn't, not at the moment, her brain was too cluttered for that, but she knew that she knew the woman, in the real world. She knew the woman's name.

In this false world, Donna didn't know who she was. In this world, Donna stepped back in horror as the silent mad woman grabbed her arm before being dragged away. In this world, Donna got everything she ever wanted because she just couldn't see.

She just wouldn't see.

Dr. Moon sat with her after that, took her hands in his, pressing her pocket watch to her palm. "Please, Caroline, I just want to help you."

She shook her head. She didn't want to be helped, not by him, because he was just one of them. He was the only thing that didn't fade, that stayed floating before her in the moment she closed her eyes. She'd tried it, once, at the beginning, thinking that if she kept her eyes closed enough the entire world would fade away forever and she'd be able to return to the real world, whatever world that was.

Because she didn't remember.

She knew her dreams were real, she felt it the moment she entered them, the few times she was able to. The rest of the universe would fade and the only real things in existence would be the adventures happening inside her head. She didn't know what was happening in them, she couldn't remember that. But she knew they were real.

And she knew Donna was there. And a man, a wonderful man, a brilliant man, a man who would save her.

Caroline wanted to save herself. But she didn't think she could. There was nothing she could do from here. Here, she was just meant to live one life, just meant to exist and not question a thing.

But she couldn't do that. The pain wouldn't let her.

Two more years later, and two more blinks, Caroline had a visitor.

A woman dressed in black with a veil over her face. She requested Caroline by name, saying she was a sister. Dr. Moon nearly didn't let her in, Caroline could hear it, she could hear everything, but the visitor promised that she wouldn't encourage any of Caroline's fantasies. She just wanted to see her sister again.

Caroline didn't have a sister. Or, if she did, she didn't remember her anymore. Not enough space for that.

She gripped the pocket watch when the woman entered, looking at her.

"Do you remember me?"

Caroline remembered the woman's voice. She shook her head.

"I am Miss Evangelista…or what's left of her."

She paused. The name…it was like Donna's, it was there. At the center of her mind, right in front of the name of the man from her dreams. Caroline nodded.

"Can you speak?"

Caroline tried, and the words faded. She knew she had spoken once. She'd heard it in her dreams, shouting at herself to just listen. But she never did. Not long enough to relearn, to make her brain understand.

It felt like her brain was dying and Caroline gripped her forehead, shaking.

Miss Evangelista sat by her side, gently touching Caroline's shoulder and letting her fall against the woman. "You were kind to me, once," she whispered. "I want to return the favor." She waited for Caroline to pause a bit, even if it took what was actually ages. "You've been programmed not to look," she whispered, "but you're fighting it. You're stronger then it. You can remember."

"No."

Caroline froze. That word, small and faint and almost non-existent. But a word. Her thumb traced a circle around her pocket-watch.

"Decide to leave. Decide to fool Dr. Moon and decide to leave." Caroline shook her head again. "That's how it works here. You decide, like dreams, and it happens. Your mind may not fill in the gaps, but it should work. It will be better."

Caroline wished and she found herself standing outside, breathing in the air. She knew it had been a second, a millisecond, between the hospital and here, even though the sky looked like it had been years. There was no story for her mind to latch onto about what had happened in the interim.

"See?" Miss Evangelista said, and Caroline turned. "It worked."

She swallowed hard. "How?"

"The Library stored your physical self as an energy signature."

"The Library." Words were still difficult and memories were still beyond Caroline's grasp, but she knew when she'd heard words before. She knew Miss Evangelista, and she knew the Library. "Death."

Miss Evangelista nodded, her veil fluttering. Caroline blinked and the woman almost stayed, she held on for a second longer then everything else. She'd been alive once, but now she was dead.

Caroline remembered how she'd died.

"I was a ghost caught in the Wi-Fi and automatically uploaded. You were teleported here."

"Smart."

"You were right. If you're unloved you can see." Miss Evangelista stepped forwards. "Why do you remember? Why weren't you integrated?"

Caroline gripped the pocket watch but said nothing.

"You must know what happened, why you can see?"

"You can."

"Yes, but I'm dead, I'm a string of numbers with a misplaced decimal point. You're human, you're normal. You should have been integrated. Why weren't you?"

Caroline shook her head, and the motion felt like everything was breaking. She collapsed to the ground, grabbing her head, pressing her pocket watch against the flesh.

"I wish I could help you," Miss Evangelista said.

But she had. In more ways than Caroline had the words to say.

|C-S|

In the Library, in the world Caroline knew was real but couldn't picture, River, Anita, and Mr. Lux were gathered in a lit area, waiting for the Doctor to return.

River was sonicing the shadows, hunting for any Vashta Nerada in the air.

"You know, it's funny," she said casually, hiding her worry because of who was trapped inside the computer. "I keep wishing they were here."

Anita frowned. "Who's they?"

River frowned, catching herself. "The Doctor."

"The Doctor is here, isn't he? He is coming back, right?"

River swallowed hard. "You know when you see a photograph of someone you know, but it's from years before you knew them, and it's like they're not quite finished. They're not done yet. Well, yes, the Doctor's here. They came when I called, just like he always does. But not my Doctor." She smiled. "Now my Doctor, I've seen whole armies turn and run away. And he'd just swagger off back to their TARDIS and open the doors with a snap of his fingers. The Time Lords in the TARDIS. Next stop, everywhere."

The Doctor ran into the room. "Spoilers!" he called, just hearing the end of what River had said. "Nobody can open a TARDIS by snapping their fingers. It doesn't work like that."

River shrugged. "It does for the Doctor."

"I am the Doctor."

She nodded. "Yeah. Some day."

The Doctor glanced at Anita. "How are you doing?"

"Where's Other Dave?"

"Not coming." He paused. "Sorry."

"Well, if they've taken him, why haven't they gotten me yet?"

He shrugged. "I don't know. Maybe tinting your visor's making a difference."

Anita laughed. "It's making a difference all right. No one's ever going to see my face again."

"Can I get you anything?"

"An old age would be nice. Anything you can do?"

He nodded. "I'm all over it."

"Doctor…" she began slowly. "When we first met you, you didn't trust Professor Song. And then she whispered a word in your ear, and you did. My life so far…I could do with a word like that. What did she say?" she paused, her voice shaking. "Give a dead girl a break. Your secrets are safe with me."

The Doctor's eyes widened. "Safe."

"What?"

"Safe. You don't say saved. Nobody says saved. You say safe." He spun to Mr. Lux. "The data fragment! What did it say?"

"4,022 people saved. No survivors."

The Doctor was grinning now, though he was cursing himself. Because he hadn't listened to Caroline, not enough, because that brilliant woman had seen if from the start. And he was normally so good at listening to her, but this time he had failed her, this time he had lost her because he hadn't been listening hard enough.

"Doctor?" River asked carefully.

"Nobody says saved. Nutters say saved." He nodded. "You say safe. You see, it didn't mean safe. It meant…it literally meant saved!" He shook his head. "Oh, Caroline, you genius!"

|C-S|

A genius trapped inside a computer can't be much of a genius, especially when her entire world is falling apart at her fingertips.

Because the computer couldn't hold everything. It was going to erase itself, and she was going to vanish with it.

She felt it. She could hear it. She could hear the little girl begging for help because all she wanted to do was save people and she couldn't. There wasn't enough space for it, and she was going to lose everything.

And the girl didn't want that. All she'd ever wanted was to help. But she'd run out of memory space.

And Caroline could hear everything.

Hours passed in seconds and the sky went red. Caroline stood in the middle of the path, alone, arms spread wide as she shouted at the sky. She didn't really have anything to say, really it was just a scream, but everything was breaking and she was falling and she didn't want to die, not this way.

She wanted the Doctor to save her because that was the only way she was getting out of this. She needed him, more than she ever had before.

|C-S|

The Doctor had been prepared to sacrifice himself to save 4,022 people, and then River had punched him.

Now he'd woken up and he was handcuffed and River was sacrificing herself.

"Oh, no, no, no, no. Come on, what are you doing? That's my job."

River chuckled, twisting wires together. "Oh, and I'm not allowed to have a career, I suppose?"

He pulled on his wrist, but he didn't break the handcuffs. "Why am I handcuffed? Why do you even have handcuffs?"

River smirked. "Spoilers."

"This is not a joke. Stop this now. This is going to kill you! I'd have a chance, you don't have any."

She shook her head again. "You wouldn't have a chance, and neither do I." She typed a few things. "I'm timing it for the end of the countdown. There'll be a blip in the command flow. That way it should improve our chances of a clean download."

He pulled at the pillar, trying to free himself. "River, please. No."

River was crying now. "Funny thing is, this means you've always known how I was going to die. All the time we've been together, you both knew I was coming here." She took a deep breath. "The last time I saw you, the real you, the future you, I mean, you turned up on my doorstep…with a new haircut and a suit. You took me to Darillium to see the Singing Towers. What a night that was. The Towers sand, and the two of you cried."

"Autodestruct in one minute," the computer announced.

"You wouldn't tell me why, but I suppose you knew it was time. My time. Time to come to the Library. You even gave me your screwdriver." She nodded to it. "That should have been a clue." The Doctor tried to reach either of the sonics, but there was no way he'd be able to reach it. "There's nothing you can do."

"You can let me do this."

She shook her head. "If you die here, it'll mean I've never met you."

"Time can be rewritten."

"Not those times. Not one line. Don't you dare." She nodded again, swallowing even harder, her voice shaking. "It's okay. It's okay. It's not over for you. You'll see me again. You've got all of that to come. Time and space…you watch us run."

"River, you knew my name."

"Autodestruct in ten."

"You whispered my name in my ear."

"Nine. Eight. Seven."

He pulled even harder, trying to break everything, trying to save her, trying to stop her, because she knew his name. She was the only person in the entire universe that knew his name. "There's only one reason I would ever tell anyone my name. There's only one time I could."

River shook her head. "Hush, now."

"Four. Three."

"Spoilers."

"Two. One."

River joined the power cables together and the Doctor was blinded, turning away from the light.

|C-S|

The moment Caroline returned to the real world she collapsed to the ground, taking large, deep breaths.

She was back. She was back and her head didn't hurt and everything didn't blink from existence the moment she closed her eyes.

Her head didn't hurt with every thought, years didn't pass in seconds, entire universes weren't all trying to fit inside her head.

Everything was normal again.

Someone made a sound next to her and Caroline spun, thankful to see Donna standing there as well, the woman clutching her mouth in shock. They stared at each other for a moment before hugging tightly.

They were alive.

But somewhere deep within the Library, a Time Lord stared at an empty chair, knowing a woman had sacrificed herself to save 4,022 others, knowing that one day he would tell that women the greatest secret he had to share.

And knowing that she kept referring to him in the plural. As though there were two, and had always been two, whenever she would see him in the future.

|C-S|

It took Donna, Caroline, and the Doctor a bit of time to find each other. The Doctor had to free himself from the handcuffs, the humans had to try and figure out exactly what had happened given Mr. Lux's descriptions of the events.

When the Doctor finally emerged, he hugged Caroline tightly, the two practically clinging to one another, and then he explained everything that had happened since he'd attempted to send them into the TARDIS. Of course, the moment he was finished hugging Caroline Donna slapped him for teleporting her away without her permission, making the Doctor very glad he'd just promised Caroline he would live.

Of course, he had almost broken that promise.

Donna, very quickly, explained what life she'd been given inside CAL, telling them both that she wanted to look for the man she'd married. The Doctor and Caroline had nodded and let her go looking.

But then the Doctor had turned to Caroline and, for a moment, he was worried that she'd also had a husband, or at least a boyfriend. Not that he didn't want her to be happy, he always wanted her to be happy, but…he was glad when she said she didn't have anyone.

That gladness faded very quickly when she quietly told him that she'd been stuck inside a hospital for most of the time seeming to have gone completely mad. He hugged her again, trying to help her rationalize why she would have had to suffer like that.

She was the last saved person, perhaps she was the one that broke the system, and CAL just couldn't completely deal with her. The computer had tried, since it had the mind of a young girl, but it hadn't worked properly. There just wasn't enough space so Caroline just hadn't fit properly into the programming.

Now, the pair of them stood against a wall near a door, standing with his hand in hers. She knew that the Vashta Nerada had agreed to give them time to clear out the Library, but that didn't stop her from remembering that there were actually carnivorous organisms inside shadows.

Donna walked up to them, emerging from a crowd of saved people attempting to teleport out.

"Any luck?" the Doctor called.

"There wasn't even anyone called Lee in the Library that day." Donna sighed. "I suppose he could have had a different name out here, but, let's be honest, he wasn't real, was he?"

"Maybe not."

"I made up the perfect man. Gorgeous, adores me, and hardly able to speak a word. What's that say about me?"

The Doctor answered quickly. "Everything." He paused, eying Donna's expression. "Sorry, did I say everything? I meant to say nothing. I was aiming for nothing. I accidentally said everything."

Donna smiled at him. "What about you? Are you all right?" she and Caroline had already spoken before the Doctor arrived.

He shrugged. "I'm always all right."

Donna paused. "Is 'all right' special Time Lord code for 'really not all right at all'?"

"Why?"

"Because I'm all right, too."

They all paused for a moment before turning and walking out of the room, the Doctor pulling River's diary from one of his many pockets. It was very different to be walking through the corridors instead of running from the dark, though the balcony that they'd first walked to looked exactly the same.

The Doctor placed River's diary on the balcony rail, still seemingly refusing to let go of Caroline's hand, not that she was minding in that moment.

"Your friend, Professor Song," Donna said. "She knew you in the future, but she didn't know me. Or Caroline. The way she looked at us…"

He tapped the diary. "This is her diary. My future." He shrugged. "I could look both of you up. What do you think? Shall we peek at the end?"

Donna smirked. "Spoilers, right?"

He nodded. "Right." Caroline nodded as well. The Doctor placed Rivers sonic on top of the diary, and they all turned. "Come on. The next chapter's this way."

However, they hadn't actually gotten that far before the Doctor spun back around, letting go of Caroline's hand, and ran back to the screwdriver. "Why? Why would I give her my screwdriver? Why would I do that?" He turned to look at his companions. "Thing is, future me had years to think about it, all those years to think of a way to save her, and what he did was give her a screwdriver. Why would I do that?" He studied it closer and grinned. "Oh! Oh! Oh, look at that. I'm very good!"

Caroline frowned. "What have you done?"

"Saved her." The Doctor turned and ran back off through the Library.

His two companions looked after him for a moment before looking at each other. "I don't really feel like running at the moment," Donna said.

Caroline nodded. "TARDIS?"

"TARDIS."

|C-S|

Later, once River was safe and sound inside the repaired Library computer, the Doctor leaned back in the TARDIS chair, thinking. His companions were elsewhere inside the TARDIS; he didn't really know where. Because in that moment he had something else to consider.

River had been very careful not to reveal anything about his future. She'd tried to discuss their future adventures to align their timelines, but the moment she realized that he hadn't met her yet she stopped. From that point on she refused to share anything of actual value with him.

But the one thing River Song hadn't fully accounted for was the way she looked at people. Or the vocal tendencies that had been so engrained she couldn't shake them. The Doctor knew that River Song knew his future, he could have easily read her diary, but he also knew that she knew the future of someone very close to him.

She had known the future of Caroline.

It had been impossible to miss the woman's first reaction to seeing Caroline, or, at least, impossible if you were a Time Lord. She'd looked around the trio, taking them in one at a time, and had landed on Caroline last. He'd seen her jump, her obvious recognition. She knew who Caroline Attwater was without the woman needing to be formerly introduced.

And River had almost seemed surprised that Caroline was so quiet. Of course, it was possible that, in the future, Caroline would become so trusting of River and so used to her presence that she would open up around the woman, but that didn't seem to be what it was. River had never known Caroline as a quiet person, not given her shock at being presented with Caroline as such.

For some reason, River had always known Caroline as someone who spoke, as someone who took action, if River's confused looks whenever Caroline wouldn't do or say something were anything to go by.

And that didn't seem like Caroline. Certainly, Caroline was smart and she noticed things, sometimes more things then he did. But she wasn't talkative. He respected that, he understood that, he knew that some people found it more difficult than others. He knew that her being quiet didn't mean she wasn't interested or that she had nothing to say; it was just, sometimes, she found it more difficult to speak up.

Sometimes it was because she felt like her opinion would be stupid, but he'd been working on trying to help her with that, let her know that he would always listen to what she had to say, he would always take her opinion into account. Again, it was entirely possible that Caroline would end up spending enough time with him that she would grow more confident in her opinions and thoughts, and that would be the woman River would later know.

But the Doctor had two companions. And River hadn't known who Donna was. No recognition, nothing, until she overheard the woman's name. All River knew of Donna was through stories, fond memories, and she'd never actually met the woman before.

River had met Caroline, that much was obvious.

So the Doctor knew that, at some point in his future, he would leave behind Donna and Caroline would stay. For how long or why, he didn't know. All he knew now was that it was going to happen. And part of him knew that it wouldn't be for the best.

It had pained him immensely to learn what Caroline had suffered through inside CAL. He had told her one thing, the first thing that had come to mind in an attempt to explain her circumstance, but he knew that Charlotte would have been able to take on one more human mind, just one, and let the mind fully integrate into the system. She had enough space for that, and certainly enough heart.

So why had Caroline remembered? Or maybe remembered wasn't the right word, because Caroline had made it quite clear that she hadn't actually remembered much inside the computer, and everything she did have had been in fragments.

Instead of being like Donna and getting a life, getting her happy ending, Caroline had felt like the entire universe was attempting to fit inside her head. She had known that years were passing in seconds, that the moment someone thought of something or mentioned it the thing had happened. She'd known instantly that the world wasn't real. She'd even been able to feel the entire world falling away every time she closed her eyes.

Caroline was a normal human, so why had she reacted this way?

The Doctor didn't actually know the answer, though he wished he did. It would have saved him a lot of thought process to just know why Caroline had been forced to suffer like that. It just didn't fit, but he didn't know how to explain it.

Elsewhere in the TARDIS, somewhere the Doctor didn't actually know, Caroline Attwater sat on a step. She didn't actually know where she was, but she trusted the TARDIS to return her to either the console room or her room once she was ready too. She didn't actually know where Donna was at the moment either, but she wasn't really thinking about that.

She was thinking about much the same things as the Doctor, though she hadn't had the same revelation regarding River Song. She hadn't been around the woman enough to notice that, and she'd been a bit distracted by the monsters that lived in the shadows.

Instead, at that moment, Caroline was twisting a small object in her hands. She couldn't even remember where she had gotten it or why; it had just always been in her life. Something she'd always just thrown in boxes and bags without thinking about it.

Until now.

In the world of the computer, there were few other things that had actually been real. Donna had been the closest that she'd actually interacted with, with Miss Evangelista the next, but she'd been able to feel everyone else somewhere within the computer, living their lives among the numbers. One of the only objects had been a small pocket watch.

She was fairly certain it had never left her hand the entire time, and she didn't even know if it was possible for it too. Something in her had been clinging to this object, refusing to lose it.

And she didn't really know why, because there was nothing particularly special about a pocket watch that she didn't even remember the origin of. It was just an object and that was all it would ever be.

So why, now, did she feel like the pocket watch held all of the secrets in the universe? Why, as she twisted it in her hands, traced the strange patterns with her thumb, did she feel like this pocket watch was the most important thing to have ever existed in the entire universe?

Slowly, without even thinking about it clearly, Caroline moved towards opening the watch. She would never be able to say why she nearly did this, she just did.

But before she got very far, Donna spoke behind her.

"Caroline!" the woman cheered, and Caroline turned, shoving the watch into her pocket. "I've been looking everywhere for you. How are you feeling?"

Caroline forced a smile, forgetting completely about the mystery of the pocket watch now returned to its normal position at the bottom of her pocket. "All right."

And if Donna recognized the special Time Lord talk, she didn't comment on it.

 **A/N: The secret is out, but how long will it take for anyone to notice? Or will there be any adverse effects based on what's happened here? We shall see.**


	19. Dawn

Dawn

"I said no!" Donna repeated, shouting through the phone and making the Doctor lean back to preserve his hearing. Beside him, Caroline leaned against the wall, smiling.

"Sapphire waterfall. It's a waterfall made of sapphires! This enormous jewel, the size of a glacier reaches the Cliffs of Oblivion, and then shatters into sapphires at the edge. They fall a hundred thousand feet into a crystal ravine."

"I bet you say that to all the girls."

The Doctor sighed, glancing back at the shuttle. "Oh, come on. They're boarding now. Four hours, that's all it takes."

"No, that's four hours there and four hours back. That's like a school trip. I'd rather go sunbathing."

"You be careful, that's Xtonic sunlight."

"Oh, I'm safe. It says in the brochure this glass is fifteen feet thick."

The Doctor sighed again, looking to Caroline. "All right, I give up. We'll be back for dinner. We'll try that anti-gravity restaurant. With bibs."

"That's a date." Donna paused. "Well, not a date." The Doctor smirked. "Oh, you know what I mean. Oh, get off."

The Doctor nodded. "See you later."

He was just about to put the phone down when Donna spoke again. Caroline was standing just close enough that she could hear their conversation. "Oi. And you be careful, both of you, all right?"

"Nah," the Doctor shrugged. "Taking a big space truck with a bunch of strangers across a diamond planet called Midnight? What could possibly go wrong?" he hung up the phone and turned to the companion that hadn't been that hard to convince.

Of course, he had picked this planet to give both women a break after the events of the Library. He had been almost certain Donna would pick the spa while Caroline would adore the concept of actually going to see a diamond planet. And he'd been right.

The two smiled at each other and the Doctor held out a hand. "Shall we?"

Caroline took it. "Onwards."

They joined the group entering the shuttle, and the Doctor got them inside with his psychic paper, as expected. They chose seats near the cockpit while they waited for everyone else to board.

"Complimentary juice pack and complimentary peanuts…" the hostess said to the woman across the aisle from them.

The woman just gave a forced smile. "Just the headphones, please."

The hostess obliged. "There you go." She turned to the Doctor and Caroline, beginning to list off everything they'd just heard her tell the other woman. "That's the headphones for channels one to thirty six. Modern link for 3D vidgames. Complimentary earplugs. Complimentary slippers. Complimentary juice pack and complimentary peanuts. I must warn you some products may contain nuts."

The Doctor nodded. "That'll be the peanuts."

The hostess just smiled a bit wider. "Enjoy your trip."

"Oh, we can't wait. Allons-y."

The woman paused a step away. "I'm sorry?"

The Doctor swallowed the peanut he'd just thrown into his mouth. "It's French, for 'let's go'."

"Fascinating." She moved onto the people in the row behind them. "Headphones for channels one to thirty six."

The older man waved a hand. "Oh no, thank you, not for us."

"Earplugs, please," the young woman with him said with a smile.

"There you go."

"They call it the Sapphire Waterfall," the older man said, sounding like he was picking up an interrupted conversation, "but it's no such thing. Sapphire's an aluminum oxide, but the glacier is just compound silica with iron pigmentation." He messed with a few things. "Have you got that pillow for my neck?" The Doctor and Caroline turned around to look back over their seats.

"Yes, sir."

"And the pills?"

"Yes, all measured out for you. There you go."

The man noticed the two of them looking at them and he leaned forward to shake their hands. "Hobbes. Professor Winfold Hobbes."

"I'm the Doctor. Hello."

Caroline tried to smile. "Caroline. Caroline Attwater."

Hobbes nodded at both of them. "It's my fourteenth time."

The Doctor raised his eyebrows. "Oh. Our first."

The woman with Hobbes, some assistant of some kind, finally looked up from what she was doing to shake their hands. "And I'm Dee Dee, Dee Dee Blasco."

"Don't bother them," Hobbes pulled her back. "Where's my water bottle?"

As the two turned back around the Doctor smiled at the blonde woman across from them. The woman just returned to her book. The Doctor leaned closer to Caroline. "Having fun yet?"

Caroline nodded. "Quite ready to see the compound silica with iron pigmentation glacier."

"Sad it's not actually sapphire?"

"I may suspend my disbelief once we reach it."

"Ladies and gentlemen, and variations thereupon," the hostess said, drawing their attention as she walked down the aisle, "welcome on board the Crusader Fifty. If you would fasten your seatbelts, we'll be leaving any moment. Doors." The doors closed. "Shields down." The shields on the windows closed. "I'm afraid the view is shielded until we reach the Waterfall Palace. Also, a reminder. Midnight has no air, so please don't touch the exterior door seals. Fire exit at the rear, and should we need to use it, you first. Now I will hand you over to Driver Joe."

"Driver Joe at the wheel," the man said over the intercom. "There's been a diamond fall at the Winter Witch Canyon, so we'll be taking a slight detour, as you'll see on the map." It appeared on the screen in front of them. "The journey covers five hundred kliks to the Multifaceted Coast. Duration is estimated at four hours. Thank you for travelling with us, and as they used to say in the olden days, wagons roll."

The entire shuttle shook as the engines started.

The hostess stepped forward again. "For your entertainment, we have the Music Channel playing retrovids of Earth classics." She pressed a key on the remote and screens descended in front of all of them, showing some sort of pop song. "Also, the latest artistic installation from Ludovico Klien." A hologram appeared in the center of the aisle. "Plus, for the youngsters, a rare treat. The Animation Archives." Animation was projected onto a screen against the cabin door. "Four hours of fun time. Enjoy."

Caroline rested her head against the Doctor's shoulder for a moment, breathing deeply. Everyone else in the shuttle seemed to share her sentiments but, thankfully, this time they were traveling with a time traveling alien with sonic technology. Quickly he soniced everything, and the shuttle went quiet, all the screens various screens returning to their docks.

Hobbes sighed. "Well, that's a mercy."

The hostess rushed forward, attempting to fix it, but thankfully she couldn't actually redo what the sonic had stopped. "I do apologize, ladies and gentlemen, and variations thereupon. We seem to have had a failure of the Entertainment System."

The Doctor feigned surprise. "Oh."

"But what do we do?" a woman in the back of the shuttle called.

"We've got four hours of this? Four hours of just sitting here?"

The Doctor turned around, knelling on his seat to look back at all of them. "Tell you what. We'll have to talk to each other instead."

Caroline had to grimace, even though she knew that the Doctor would keep her from having to suffer through too much small talk. All she would have to do would be to listen as everyone else spoke, and that was something she was happy to do.

|C-S|

It took 98 kliks for almost everyone to actually enjoy everyone sharing stories. Sky, the blonde woman who'd originally been across from Caroline and the Doctor, was the only one sitting apart. Even Caroline sat with everyone else, though she was as close as she could possibly be to the Doctor. She didn't have to share her stories, but that didn't stop her from clinging to the one person who wouldn't force her too.

"So Biff said, 'I'm going swimming'," the woman, Val, was saying.

The man nodded, laughing. "Oh, I was all ready. Trunks and everything. Nose plug!"

"He had this little nose plug. You should have seen him!"

"And I went marching up to the lifeguard. And he was a Shamboni. You know, those big foreheads?"

"Great big forehead!"

"And I said," Biff pinched his nose, "'where's the pool?' And he said…"

"The pool is abstract!" they finished together, bursting into laughter.

"It wasn't a real pool."

"It was a concept."

The Doctor laughed. "And you were wearing a nose plug…"

Biff imitated himself again. "I was like this. 'Ooo, where's the pool?'"

|C-S|

Another 150 kliks and the Doctor and Caroline stood in the back of the shuttle with Dee Dee, getting drinks. It was much easier for Caroline now that she was only with one other person, particularly a person with distinct similarities to herself.

"I'm just a second-year student," Dee Dee explained, "but I wrote a paper on theLost Moon of Poosh, Professor Hobbes read it, liked it, took me on as researcher, just for the holidays." She shrugged. "Well, I say researcher. Most of the time he's got me fetching and carrying. But it's all good experience."

The Doctor rubbed Caroline's back. "And did they ever find it?"

Dee Dee frowned. "Find what?"

Caroline smiled. "The Lost Moon of Poosy."

She laughed. "Oh, no. Not yet."

"Well. Maybe that'll be your great discovery, one day. Here's to Poosh." The Doctor held up his cup.

"Poosh." The three clinked their cups together.

|C-S|

Another 209 kliks, and it was finally meal time. The Doctor and Caroline had chosen Sky this time, sitting next to her since the woman had chosen a row of three seats.

However, they did nearly regret it, since Sky asked if they were on a date on Midnight. At least, for once, it wasn't the Doctor and Donna being coupled, but Caroline's face went beat red and they both thought of the kiss that had shocked him into detoxing.

"No, no, we're with this friend of ours, Donna," the Doctor tried to explain. "She stayed behind in the Leisure Palace." He swallowed. "You?"

Sky sighed. "No, it's just me."

The Doctor nodded. "Oh, I've done plenty of that. Travelling on my own. I love it. Do what you want, go anywhere."

"No, I'm still getting used to it. I've found myself single rather recently, not by choice."

Caroline frowned. "What happened?"

"Oh, the usual. She needed her own space, as they say." Sky sighed again. "A different galaxy, in fact. I reckon that's enough space, don't you?"

The Doctor, who was sitting directly next to sky, nodded. "Yeah. I had a friend who went to a different universe."

There was a small pause in their conversation before Sky looked down at the food option they'd been presented with. "Oh, what's this, chicken or beef?"

The Doctor held up a piece on his fork. "I think it's both."

|C-S|

Another 251 kliks had Hobbes setting up a projector with his research on Midnight and lecturing everyone about it. Caroline kneeled on one of the seats, leaning on the back of the one in front of her, in order to see better, while the Doctor took much the same pose next to her. This was what she was interested in, the science of the planet, how everything worked together, how all of the past and present collided together to create the world outside their shielded windows.

"So, this is Midnight, do you seem, bombarded by the sun," Hobbes explained. "Xtonic rays, raw galvanic radiation. Dee Dee, next slide." She switched them. "It's my pet project. Actually," he puffed up his chest slightly, "I'm the first person to research this. Because, you see, the history is fascinating. Because there is no history. There's no life in this entire system. There couldn't be. Before the Leisure Palace Company moved in, no one had come here in all eternity. No living thing."

Jethro, the teenage son of Biff and Val, frowned. "But how do you know? I mean, if no one can go outside."

Val shook her head at her son. "Oh, his imagination. Here we go."

The Doctor shrugged. "He's got a point, though."

Hobbes nodded eagerly. "Exactly. We look upon this world through glass, safe inside our metal box. Even the Leisure Palace was lowered down from orbit. And here we are now, crossing Midnight, but never touching it."

There was a sudden rattle and the engines went completely silent.

Val turned around in her seat. "We've stopped. Have we stopped?"

"Are we there?"

Dee Dee shook her head. "We can't be, it's too soon."

"They don't stop. Crusader vehicles never stop."

The hostess walked between them, trying to maintain a smile, but the Doctor and Caroline could see she was just as confused and worried as anyone else. "If you could just return to your seats. It's just a small delay." She walked to the intercom phone.

"Maybe just a pit stop."

"What's going on?" the hostess hissed to the captain.

Hobbes shook his head. "There's no pit to stop in. I've been on this expedition fourteen times. They never stop."

"Well, evidently we have stopped," Sky snapped, "so there's no point in denying it."

"We've broken down," Jethro called, laughing.

"Thanks, Jethro."

"In the middle of nowhere."

"That's enough. Now stop it."

The hostess turned to them, straightening her skirt. "Ladies and gentlemen, and variations thereupon. We're just experiencing a short delay. The driver needs to stabilize the engine feeds. It's perfectly routine, so if you could just stay in her seats."

But as she spoke, the Doctor stepped forward, moving towards the cockpit. He glanced at Caroline, giving her a small nod to let her know that she should stay there, he would tell her everything once he was back.

"No, I'm sorry, sir, I…could you please?" the hostess tried to stop him.

The Doctor just flashed his psychic paper. "There you go. Engine expert. Two ticks." He stepped inside the cockpit, closing the door against the hostess.

The rest of the passengers, though confused, stayed rather quiet as they waited. After a few seconds Caroline moved to stand by the door, waiting for the hostess to step away. She was still there when the Doctor stepped out. "What is it?"

He glanced at everyone else for a moment before leaning closer to whisper to her. "Everything's fine. Rescue is coming."

Caroline frowned. "What did you see?"

"I don't know."

The hostess walked up to them, growing more irritated as time went on. "Back to your seats, thank you." The pair returned to their original seats as the hostess stepped inside the cockpit.

Dee Dee leaned over their seats, speaking quietly to the Doctor. "Excuse me, Doctor, but they're micropetrol engines, aren't they?"

Hobbes shook his head. "Now, don't bother the man."

"My father was a mechanic. Micropetrol doesn't stabilize. What does stabilize mean?"

The Doctor smiled. "Well, bit of flim-flam. Don't worry, they're sorting it out."

Hobbes's eyes widened. "So it's not the engines?"

"It's just a little pause, that's all."

"How much air have we got?"

"Professor, it's fine."

But Hobbes had been speaking much louder than Dee Dee. "What did he say?" Val asked.

The Doctor turned to the woman. "Nothing."

"Are we running out of air?"

Hobbes shrugged. "I was just speculating."

Biff turned to the hostess, who had just returned from the cockpit. "Is that right, miss? Are we running out of air?"

"Is that what the Captain said?"

"If you could all just remain calm…"

"How much air have we got?"

"Mum, just stop it."

The hostess held up her hands. "I assure you, everything is under control."

"Well, doesn't look like it to me."

"Well, he said it."

"It's fine," Dee Dee tried to interject, but no one was listening to anyone else. "The air is on a circular filter."

"He started it…"

Everyone was speaking at once, and all Caroline could do was try and pay attention to her breathing. Normally she did quite well around a group of loud people. Maybe not crowds, but she'd gotten used to loud people. But not in such a confined space. Not knowing that she wouldn't be able to leave or go anywhere else.

"Everyone!" the Doctor shouted, one hand on Caroline's shoulder. "Quiet!" everyone did as he ordered, turning to face him. He rubbed his thumb in a circle. "Thank you. Now, if you'd care to listen to my good friend Dee Dee." He gestured towards the woman in question.

Dee Dee straightened slightly. "Oh. Er, it's just that, well, the air's on a circular filter, so we could stay breathing for ten years."

The Doctor nodded. "There you go. And I've spoken to the Captain. I can guarantee you everything's fine."

And then someone knocked on the outside of the shuttle.

Thump. Thump.

Caroline leapt up, along with everyone else, because no one wanted to be that close to the origin of the sound in that moment. "What was that?" Val asked.

"It must be the metal," Hobbes said with a nod. "We're cooling down. It's just settling."

"Rocks. It could be rocks falling."

Biff shook his head. "What I want to know is, how long do we have to sit here?"

Thump. Thump.

The knocks came from a different part of the shuttle now.

"What is that?"

"There's someone out there."

"Now, don't be ridiculous."

"Like I said, it could be rocks."

The hostess stepped forward, staring at where the knocks had come from. "We're out in the open. Nothing could fall against the sides."

Thump. Thump.

"Knock knock," the Doctor whispered, glancing at Caroline.

"Who's there?" Jethro called.

"Is there something out there?" Sky asked them all. "Well? Anyone?"

Thump. Thump.

"What the hell is making that noise?"

Hobbes shook his head. "I'm sorry, but the light out there is Xtonic. That means it would destroy any living thing in a split second. It is impossible for someone to be outside."

Thump. Thump.

"Well, what the hell is that then?"

The Doctor stepped away from his seat to where the last two knocks were, pulling out a stethoscope as he went. Caroline began to walk after her, but the hostess stepped in between them. "Sir, you really should get back to your seat."

The Doctor didn't listen. He pressed the stethoscope on the hull. "Hello?"

Thump. Thump. It was quicker now, coming from the fire exit at the rear of the shuttle.

"It's moving."

The exit rattled.

"It's trying the door!"

"There is no it," Hobbes insisted. "There's nothing out there can't be."

It, whatever it was, stopped trying the door and moved to the roof before trying the entrance door.

"That's the entrance," Val said quietly. "Can it get in?"

Dee Dee shook her head. "No. That door's on two hundred weight hydraulics."

"Stop it," Hobbes snapped. "Don't encourage them."

"What do you think it is?"

"Biff, don't," Val reached out for her husband, who had stepped closer to the door.

Even the Doctor held up a hand. "Mr. Cane…Better not."

Biff just stared down the door, nodding. "Nah, it's cast iron, that door." He knocked on it three times, only for the it outside to respond with three knocks as well.

It was replying. Mimicking.

"Three times," Val said. "Did you hear that? It did it three times."

"It answered," Jethro breathed.

"It did it three times!"

The Doctor held up his hands again, standing in the center of the aisle. "All right, all right, all right. Everyone calm down."

"No, but it answered," Sky said, her voice shaking. "It answered. Don't tell me that thing's not alive. It answered him."

Thump. Thump. Thump.

"I really must insist you get back to your seats!" the hostess tried, but no one was ready to actually listen to her in that moment.

"No, don't just stand there telling us the rules," Sky shook her head. "You're the hostess. You're supposed to do something!"

The Doctor turned and walked to the door, knocking four times.

There was a long pause, longer than the pauses before, before the it answered with the same amount.

"What is it? What the hell's making that noise?" Sky backed up slowly, shaking her head. "She said she'd get me. Stop it. Make it stop! Somebody make it stop! Don't just stand there looking at me. It's not my fault. He started it with his stories!"

Dee Dee reached out for the woman. "Calm down!"

"And he made it worse!" Sky pointed at the Doctor.

"You're not helping!"

"Why didn't you leave it alone? Stop staring at me. Just tell me what the hell it is."

"Calm down!"

This time, when the it started knocking, it didn't stop. It was continuous, moving around the shuttle until it was very obvious it was moving directly for Sky. The woman backed away towards the cockpit door, staring up at the roof, shaking her head. "It's coming for me. Oh, it's coming for me. It's coming for me! It's coming for me! It's coming for me!" she backed herself against the door and screamed.

The Doctor tried to scramble for her, shouting "get out of there!", reaching for her, but the shuttle jerked violently to the side and everyone was thrown to the ground with a scream. The lights went out.

By the time everything stilled, the Doctor turned to Caroline, touching her arm as he quickly ensured she wasn't hurt. "We're fine. Everyone else? How are we?" he stood, leaning against one of the chairs. "How are we? Everyone all right?"

Hobbes breathed hard. "Earthquake. Must be."

Dee Dee shook her head. "But that's impossible. The ground is fixed. It's solid."

The hostess pulled herself up. "We've got torches. Everyone take a torch. They're in the back of the seats." Everyone grabbed the torch nearest them.

"Oh, Jethro," Val said, reaching for her son. "Sweetheart, come here."

But Jethro wasn't focusing on his mother. He was looking at Sky. "Never mind me. What about her?" he pointed his torch at her.

Everyone turned to look at Sky and the area she sat. All of the seats around her had been ripped up and Sky sat with her back facing them, hands on either side of her head. "What happened to the seats?"

"Who did that?"

"They've been ripped up."

The Doctor stepped closer to Sky, one hand out to try and calm her. "It's all right, it's all right, it's all right. It's over. We're still alive. Look, the wall's still intact. Do you see?" The wall was dented near Sky, but it was still solid. "We're safe."

"Driver Joe, can you hear me?" the hostess said, shaking her head when she got no response. "I'm not getting any response. The intercom must be down." She opened the driver door, but instead of a cabin there was an extremely bright light. There was some sort of alarm until she managed to close it again, everyone stumbling back in shock.

"What happened? What was that?"

"Is it the driver? Have we lost the driver?"

The hostess just stared. "The cabin's gone."

"Don't be ridiculous," Hobbes scoffed. "It can't be gone. How can it be gone?"

"Well, well, you saw it."

The hostess shook her head. "There was nothing there, like it was ripped away."

The Doctor stepped closer to the dented wall, Caroline hurrying beside him as he worked to remove the panel.

"What are you doing?" Biff asked, aiming his torch at them just before Caroline was able to do the same.

The Doctor grinned. "Ah, that's better. Little bit of light, thank you. Molto bene."

"Do you know what you're doing?"

Biff shook his head. "the cabin's gone. You'd better leave that wall alone."

"The cabin can't be gone," Hobbes said, not believing it.

"No, it's safe. Any rupture would automatically seal itself." He removed the panel and passed it to Caroline to place on a seat, both of them looking at the wiring. "But something sliced it off." He pulled out one of the wires, showing the even cut. "You're right, the cabin's gone."

"But if it gets separated?"

He turned around. "It loses integrity. I'm sorry, they've been reduced to dust. The driver and the mechanic." Everyone looked down. "But they sent a distress signal. Help is on its way. They saved our lives. We are going to get out of here, I promise. We're still alive, and they are going to find us."

Caroline touched the Doctor's shoulder, turning to look at where Sky was sitting. "Doctor…"

He nodded. "Right. Yes. Sorry. Have we got a medical kit?"

Jethro frowned. "Why won't she turn around?"

"What's her name?" the Doctor glanced at Caroline.

"Sky." She frowned. "Sky Silvestry."

The Doctor stepped closer to Sky, crouching down, and Caroline stood beside him, slightly behind. Part of her was terrified, proper terrified, but every other part of her wanted to help Sky, wanted to know what had happened, what was out there in the Xtonic sun. "Sky?" the Doctor asked carefully. "Can you hear me? Are you all right? Can you move, Sky? Just look at me."

"That noise from outside," Jethro said. "It's stopped."

"Well, thank God for that."

"But what if it's not outside anymore? What if it's inside?"

"Inside? Where?"

"It was heading for her."

Sky hadn't said a word. "Sky? It's all right, Sky. I just want you to turn around, face me."

Slowly, Sky did as he asked. When she looked up at him Caroline knew instantly that she wasn't completely human anymore.

"Sky?" the Doctor said carefully, realizing the same thing Caroline did but hoping it wasn't true.

"Sky?" the woman repeated with the same tone.

"Are you all right?"

"Are you all right?"

"Are you hurt?"

"Are you hurt?"

"You don't have to talk."

"You don't have to talk."

The Doctor grew more insistent, though Caroline wasn't certain if it was from worry or annoyance. "I'm trying to help."

"I'm trying to help."

"My name's the Doctor."

"My name's the Doctor."

He leaned back slightly. "Okay, can you stop?"

"Okay, can you stop?"

"I'd like you to stop."

"I'd like you to stop."

"Why's she doing that?" Hobbes asked, and Sky shot her head to face him.

"Why's she doing that?"

"She's gone mad."

Sky turned to Biff. "She's gone mad."

"Stop it."

And Val. "Stop it."

"I said stop it.

"I said stop it."

Dee Dee only frowned. "I don't think she can."

"I don't think she can."

Hobbes stepped forward. "All right now, stop it. This isn't funny."

"All right now, stop it. This isn't funny."

"Shush, shush, shush, all of you," the Doctor tried.

"Shush, shush, shush, all of you."

"My name's Jethro," the boy called with a laugh.

"My name's Jethro."

"Jethro, leave it." The Doctor turned back to Sky. "Why are you repeating?"

"Why are you repeating?"

"Learning," Caroline breathed, and Sky caught her.

"Learning."

"Copying."

"Copying."

The Doctor's eyes widened as Caroline's implication reached him. If the knocks repeated, if the knocks had learned their pattern, who's to say it couldn't do the same with their speech? "Absorbing?"

"Absorbing?"

"The square root of pi is 1.772453850905516027298167483341."

Sky followed a second later, overlapping the Doctor's words. "The square root of pi is 1.772453850905516027298167483341."

"Wow," he breathed at the end, Sky finishing a second after him, somehow managing to keep up with him.

"Wow."

"But that's impossible."

"But that's impossible."

"She couldn't repeat all that."

"She couldn't repeat all that."

"Tell her to stop," Val sounded near tears again.

"She's driving me mad."

"She's driving me mad."

"Just make her stop!"

"Just make her stop!"

They all began to speak again, only this time Sky copied each of them the moment after they began talking, somehow able to keep up with everyone. Caroline and the Doctor watched on in silence for a few moments, in shock.

"Stop her staring at me. Shut her up."

"Stop her staring at me. Shut her up."

"It's got to be a trick," the hostess.

"It's got to be a trick."

"That's impossible," Dee Dee.

"That's impossible."

"I'm telling you, whatever your name is," Biff.

"I'm telling you, whatever your name is."

Finally, the Doctor stepped forward. "Now, just stop it, all of you."

"Now, just stop it, all of you."

But no one was listening to him. "Her eyes. What's wrong with her eyes?"

"Her eyes. What's wrong with her eyes?"

"She can copy anything," Jethro.

"She can copy anything."

"Biff, don't just stand there, do something. Make her stop."

"Biff, don't just stand there, do something. Make her stop."

"You're scaring my wife."

"You're scaring my wife."

"Mrs. Silvestry…"

"Mrs. Silvestry…"

"Six, six, six."

"Six, six, six."

"Make her stop!"

"Make her stop."

There was a high pitched sound and the lights flickered back on, silencing all of them.

The hostess sighed, relieved. "That's the back-up system."

The two time travelers noticed the instance that Sky stopped copying. They slowly turned to face Sky.

"Well, that's a bit better."

"What about the rescue? How long's it going to take?"

"About sixty minutes, that's all."

Hobbes nodded. "Then I suggest we all calm down. This panic isn't helping that poor woman is evidently in a state of…" but as he continued, Sky began to speak at exactly the same time "self-induced hysteria. We should leave her alone."

"Doctor…" Jethro whispered, but the Time Lord nodded.

"I know."

"Doctor, Miss Attwater, now step back. I think you should leave her…" but Hobbes's face fell when he realized what Sky was doing now "alone. What's she doing?"

"How can she do that?" Val/Sky said, sounding panicked. "She's talking with you. And with me. Oh, my God. Biff, what's she doing?"

"She's repeating, at exactly the same time."

Dee Dee shook her head. "That's impossible."

"There's not even a delay."

Jethro laughed. "Oh man, that is weird."

"I think you should all be very, very quiet," the Doctor instructed them. "Have you got that?"

"How's she doing it?"

"Mrs. Cane, please be quiet."

"How can she do that? She's got my voice! She's got my words!"

Biff tried to comfort his wife. "Come on, be quiet. Hush, now. Hush…she's doing it to me."

"Just stop it, all of you. Stop it, please." For once, everyone listened, and the Doctor crouched before Sky again. Caroline didn't get as close that time. "Now then, Sky. Are you Sky? Is Sky still in there? Mrs. Silvestry?" he paused, studying the woman's face. "You know exactly what I'm going to say. How are you doing that?" Pause. "Roast beef. Bananas. The Medusa Cascade. Bang! Rose Tyler, Martha Jones, Donna Noble, Caroline Attwater, TARDIS! Shamble bobble dibble dooble. Oh, Doctor, you're so handsome. Yes I am, thank you. A, B, C, D, E, F, G, H, I, J, K, L, M, N, N, O." He stood. "First she repeats, then she catches up. What's the next stage?"

"Next stage of what?" Dee Dee/Sky asked.

"That's not her, is it? That's not Mrs. Silvestry anymore."

"I don't think so, no."

Caroline looked over the Doctor's shoulder. "The more we talk, the more she learns."

He nodded again. "Now, I'm all for education, but in this case, maybe not. Let's just move back," he gestured towards the back of the shuttle, resting a hand on Caroline's back. "Come on. Come with me. Everyone, get back. All of you, as far as you can."

 **A/N: I'm so sorry there hasn't been a chapter for a while! I had a cousin's wedding to go to and then a Latin test to study for, so I just couldn't find the time to actually work on this. But hopefully this episode (my favorite episode) will make up for the time gone :)**


	20. Dusk

Dusk

"Doctor, make her stop," Val/Sky said as they reached the back of the gallery.

"Val, come with me," the Doctor stepped away from Caroline to touch Val's shoulder. "Come to the back. Stop looking at her. Come on, Jethro. Everyone, come on." He managed to gather everyone in the small area of the back, though Caroline stood a bit out with him. "Fifty minutes, that's all we need. Fifty minutes till the rescue arrives. And she's not exactly strong, look at her. All she's got is our voices."

Val looked at a point on the ground, shaking her head. "I can't…I can't look at her. It's those eyes."

"'We must not look at goblin men'," Dee Dee/Sky began to quote.

"What's that supposed to mean?"

"It's a poem," the Doctor/Sky explained. "Christina Rossetti."

Dee Dee nodded. "'We must not look at goblin men. We must not but their fruits. Who knows upon what soil they fed their hungry, thirsty roots?'"

The Doctor frowned. "Actually, I don't think that's helping."

"She's not a goblin, or a monster," Hobbes/Sky said. "She's just a very sick woman."

"Maybe that's why it went for her."

Hobbes sighed. "There is no it."

"Think about it though," Jethro/Sky said, looking towards the Doctor. "That knocking went all the way round the bus until it found her. And she was the most scared out of all of us. Maybe that's what it needed. That's how it got in."

"For the last time. Nothing can live on the surface of Midnight!"

"Professor, I'm glad you've got an absolute definition of life in the universe, but perhaps the universe has got ideas of its own, hmm?" the Doctor/Sky said, finally quieting Hobbes. "Now trust me, I've got previous…I think there might well be some consciousness inside Mrs. Silvestry, but maybe she's still in there. And it's our job to help her."

Biff shivered. "Well, you can help her. I'm not going near."

"If she's copying us," Caroline said quietly, she was always speaking quietly, trying to deal with so many people in such a small space and an alien threat that latched onto words, and Caroline still remembered all too well what her existence had been inside the computer at the Library, "then perhaps the final stage is becoming us."

The Doctor nodded. "I don't want her becoming me, or things could get a whole lot worse."

Val scoffed. "Oh, like you're so special."

"As it happens, yes, I am." The woman looked shocked, and thankfully she didn't say anything else. "So that's decided. We stay back, and we wait. When the rescue ship comes, we can get her to hospital."

The hostess was staring at Sky over the Doctor's shoulder. "We should throw her out."

Hobbes leaned away from the woman. "I beg your pardon?"

Val's eyes widened. "Can we do that?"

"Don't be ridiculous."

"That thing, whatever it is, killed the driver, and the mechanic, and I don't think she's finished yet."

Caroline glanced at Sky. "She can't move."

"Look at her. Look at her eyes. She killed Joe, and she killed Claude, and we're next."

"She's still doing it." Biff stalked towards Sky, pushing the Doctor aside. "Just stop it. Stop talking. Stop it!"

"Biff, don't, sweetheart."

"But she won't stop. We can't throw her out, though. We can't even open the doors."

"No one is getting thrown out!"

"Yes, we can," Dee Dee/Sky said quietly. "Because there's an air pressure seal. Like when you opened the cabin door," she looked to the hostess, "you weren't pulled out. You had a couple of seconds, because it takes the pressure wall about six seconds to collapse." She shrugged. "Well, six seconds exactly. That's enough time to throw someone out."

The Doctor sighed. "Thanks, Dee Dee. Just what we needed."

"Would it kill her outside?"

Dee Dee shook her head. "I don't know. But she's got a body now. It would certainly kill the physical form."

"No one is killing anyone!"

"I wouldn't risk the cabin door twice, but we've got that one." The hostess pointed at the fire exit. "All we need to do is grab hold of her and throw her out."

"Now, listen, all of you," the Doctor interrupted, stepping forward. "For all we know that's a brand new life form over there. And if it's come inside to discover us, than what's it found? This little bunch of humans. What do you amount to, murder? Because this is where you decide. You decide who you are. Could you actually murder her? Any of you? Really? Or are you better than that?"

There was a pause, long enough that the Doctor was hopeful everyone was reconsidering and calming down. But then the hostess spoke. "I'd do it."

Biff nodded. "So would I."

"And me," Val agreed.

"I think we should."

The Doctor turned to Dee Dee in shock. Maybe from the married couple, but not Dee Dee, surely. "What?"

The woman shrugged. "I want her out."

"You can't say that."

"I'm sorry, but you said it yourself, Doctor. She is growing in strength."

"That's not what I said."

"I want to go home. I'm sorry. I want to be safe."

"You'll be safe any minute now. The rescue truck is on its way."

"But what happens then, Doctor?" the hostess asked him. "If it takes that…thing back to the Leisure palace, if that thing reaches civilization…what if it spreads?"

"No, because when we get back to the base, I'll be there to contain it."

Val scoffed. "You haven't done much so far."

Biff nodded. "You're just standing in the back with the rest of us!"

"She's dangerous. It's my job to see that this vessel is safe, and we should get rid of her."

Hobbes shook his head. "Now, hang on. I think perhaps we're all going a little bit too far."

The Doctor sighed in relief. "At last. Thank you."

"Two people are dead."

"Don't make it a third!"

The shuttle fell silent. The Doctor glanced at Caroline. "Caroline?"

She just shook her head. "We are not killing her." She was scared, more scared then she'd even been in the Library, but she wasn't letting that stop her from being human. She may be panicking at the moment, wanting it all just to stop, but she was still thinking. She still knew that killing Sky wouldn't do anything, it wasn't the solution, not at the moment. Not when they didn't really understand what was happening. "Jethro," she turned to the boy, who'd been standing on his own, "what do you think?"

"I'm not killing anyone."

The Doctor smiled. "Thank you."

Val shook her head. "He's just a boy."

"What, so I don't get a vote?"

"There isn't a vote! It's not happening. Ever. If you try to throw her out that door, you'll have to get past me first."

The hostess straightened, looking the Doctor up and down. "Okay."

Biff shrugged. "Fine by me."

The Doctor frowned. "Oh, now you're being stupid. Just think about it. Could you actually take hold of someone and throw them out of that door?"

Biff leaned back. "Calling me a coward?"

"Who put you in charge, anyway?"

Hobbes nodded, and Caroline knew that they had lost him. "I'm sorry, but you're a Doctor of what, exactly?"

"They weren't even booked in," the hostess/Sky said. "The rest of you, tickets in advance. The two of them just turned up out of the blue."

"Where from?"

Now was not the moment to try to explain that he was a time traveling alien and she was a human from the twenty first century. "We're just traveling. We're travelers, that's all."

"Like an immigrant?"

"Who were you talking to? Before you got on board, you were talking to someone. Who was that?"

"Just Donna. Just our friend."

"And what were you saying to her?"

"He hasn't even told us his name."

"The thing is, though, Doctor," Jethro/Sky said and Caroline almost felt like she couldn't breathe, because everyone was turning on them, "you've been loving this."

The Doctor groaned. "Oh, Jethro, not you."

"No, but ever since all the trouble started, you've been loving it." He glanced at Caroline. "Even you're enjoying it."

Hobbes nodded. "It has to be said, both of you do seem to have a certain…glee."

"All right, I'm interested." The Doctor gestured to both of them. "We both are, we can't help it. Because whatever's inside her, it's brand new, and that's fascinating."

"What, you wanted this to happen?"

"No…"

"And you were talking to her, all on your own, before all the trouble. Right at the front, you were talking to that Sky woman, the three of you together. I saw you."

Val nodded. "We all did."

"And you went into the cabin," the hostess/Sky said, though that was to the Doctor far more than Caroline.

"What were you saying to her?"

"We were just talking."

"Saying way?"

Jethro's eyes widened. "He called us humans like he's not one of us."

Val nodded. "He did. That's what he said."

"And the wiring. They went into that panel and opened up the wiring. "

"That was after.'

"But how did you know what to do?"

"Because I'm clever!" the Doctor/Sky snapped, and everyone went silent.

"I see," Hobbes said, his voice tense. "Well, that makes things clear."

"And what are we, then? Idiots?"

The Doctor shook his head. "That's not what I meant."

"If you're clever, then what are we?"

"You've been looking down on us from the moment we walked in."

"Even if he goes, he's practically volunteered." They were all attacking the Doctor now, seeming to have forgotten Caroline, the woman too quiet to be much of a threat in the moment.

"Oh, come on, just listen to yourself, please."

Biff looked at the hostess. "Do you mean we throw him out as well?"

She nodded. "If we have to."

"Look…just…Right, sorry, yes, hold on, just…" the Doctor scrambled for something to say. "I know you're scared, and so am I. Look at me, I am. But we all have got to calm down and cool off and think."

"Perhaps you could tell us your name." Hobbes did make a perfectly reasonable request, but not when the Doctor was involved.

The Time Lord frowned. "What does it matter?"

"Then tell us."

"John Smith."

Hobbes sighed. "Your real name."

"He's lying. Look at his face."

"His eyes are the same as hers."

"Why won't you tell us?"

"It's a simple enough question."

"He's been lying to us right from the start."

"What's your name?"

"No one's called John Smith. Come off it."

"Now, listen to me," the Doctor tried again. "Listen to me right now, because you need me, all of you. If we are going to get out of this, then you need me."

"So you keep saying. You've been repeating yourself more than her." But as Hobbes spoke, Caroline noticed one distinct factor. Sky's voice had almost become a white noise, a truth that none of them heard anymore. But she heard the moment it stopped.

Sky had stopped. But if she was following a pattern, if that consciousness possessing her was following a particular pattern, that would mean…

"If anyone's in charge, it should be the Professor. He's the expert."

Jethro had noticed it too. "Mum, stop. Just look."

"You keep out of this, Jethro."

"Look at her!"

Everyone in the shuttle turned to look at the still Sky. "She's stopped."

"When did she?" but Sky was still copying the Doctor, and Caroline looked at him in horror. "No, she hasn't. She's still doing it." Before, the knocking had chosen one of them, it had chased down the most scared, the most vulnerable. And it had clearly shown that it had a pattern, words were just harder to learn then knocks.

If it was only stealing the Doctor's voice, that would mean…

"She looks the same to me…no, she's stopped." Val laughed. "Look, I'm talking, and she's not."

"What about me, is she…" Biff tried, laughing as well when he was the only one speaking. "Look. Look at that. She's not doing me. She's let me go."

"Mrs. Silvestry?" the hostess asked. "Nor me. Nothing."

"Sky," the Doctor turned to face the woman, stepping closer, "what are you doing?"

"She's still doing him."

"Doctor, it's you. She's only copying you."

"Why me? Why are you doing this?"

"She won't leave him alone."

Val nodded. "Do you see? I said so. She's with him"

"They're together."

"How do you explain it, Doctor, if you're so clever?"

But the Doctor could only shake his head. "I don't know. Sky, stop it. I said stop it. Just stop it."

"First she repeats…" Caroline said, making everyone look at her. Her voice was shaking. "She did it with the knocks first, and then our voices. She's just following a pattern." She looked at the rest of the passengers. "He didn't pick this, don't you see, why would he have picked this? This is the 'it', this life that none of us understand; repeating then syncing and then becoming…"

"Mrs. Silvestry, I'm trying to understand," the Doctor/Sky said, crouching before the woman. "You've captured my speech. What for? What do you need?" he frowned. "You need my voice in particular. The cleverest voice in the room. Why? Because I'm the only one who can help? Oh, I'd love that to be true, but your eyes…they're saying something else. Listen to me. Whatever you want, if it's life, or form, or consciousness, or voice, you don't have to steal it. You can find it without hurting anyone. And I'll help you. That's a promise. So, what do you think?"

"Do we have a…" and then Sky did the one thing that Caroline was terrified was going to happen, the one thing she knew should if the pattern held "deal?" Sky spoke first.

And the Doctor repeated her.

"Hold on," Dee Dee whispered, "did she?"

Jethro nodded. "She spoke first."

"She can't have."

"She did."

"She spoke first."

Caroline stepped forwards, eyes fixed on the Doctor's stiff back, her vision swimming slightly. "No…"

"Oh, look at that," Sky said, completely on her own. "I'm ahead of you."

"Oh, look at that. I'm ahead of you." The Doctor was fighting it, Caroline could hear it, all of the struggle and pain and hatred in his voice as he tried to fight past the consciousness.

"Did you see? She spoke before he did. Definitely."

"He's copying her."

"Doctor, what's happening?"

"I think it's moved," Sky said slowly, sounding out the syllables carefully, like she didn't quite know how to speak on her own.

"I think it's moved."

"I think it's letting me go."

"I think it's letting me go."

Caroline shook her head. "No…"

"What do you mean? Letting you go from what?"

"But he's repeating now. He's the one doing it. It's him."

Jethro nodded. "They're separating."

"That can't be how it works…" it didn't fit, it couldn't, it shouldn't. Why trade one useless host for another? Why would any creature bother with that? It had chosen Sky for a reason, used her to learn, and then it had chosen the Doctor. It wouldn't just leave the first one, not after so long.

Especially when the Doctor was only copying Sky.

"Mrs. Silvestry, is that you?" Hobbes asked carefully.

The woman looked up. "Yes. Yes, it's me."

"Yes. Yes, it's me."

"I'm coming back. Listen."

"I'm coming back-"

"It's me." She spread her arms wide.

"Listen. It's me."

Jethro shook his head. "Like it's passed into the Doctor. It's transferred. Whatever it is, it's gone inside him."

Dee Dee looked at Caroline, watched her expression, watched the woman attempting to figure everything out. "No, that's not what happened."

"But look at her."

"Look at me, I can move." Sky moved her hands.

"Look at me."

"I can feel again."

"I can move. I can feel again."

"I'm coming back to life."

"I'm coming back to life."

Sky turned to look down at the Doctor. "And look at him. He can't move."

"And look at him. He can't move."

Sky turned to the group, holding out her hands. "Help me."

"Help me."

"Professor?"

"Professor?"

"Get me away from him."

"Get me away from him."

"Please."

"Please."

Hobbes stepped over the Doctor carefully, avoiding touching the man, and helped Sky stand and move back to the others. "Oh, thank you."

"Oh, thank you."

Caroline, meanwhile, walked to the Doctor, stumbling slightly when she tripped because everything had begun to spin. She leaned against one of the chairs. She couldn't focus on anything, not a single thought, but the Doctor and her mind and the fact that the consciousness hadn't left Sky, that wasn't how it worked, why couldn't any of them see?

"They've completely separated," Jethro said, looking between the two of them.

Biff nodded. "It's in him. Do you see? I said it was him all the time."

"She's free," Val touched Sky's arm. "She's been saved."

"Oh, it was so cold."

"Oh, it was so cold."

"I couldn't breathe."

"I couldn't breathe."

"I'm sorry."

"I'm sorry."

"I must have scared you so much."

"I must have scared you so much."

Val shook her head. "No, no, it's all right. I've got you." She hugged the woman. "Ooo, there you are, my love. It's gone. Everything's all right now."

Dee Dee glanced back at the Doctor and Caroline, the woman half fallen into one of the chairs, seeming to be shaking. "I wouldn't touch her."

"But it's gone. She's clean. It passed into him."

Dee Dee shook her head. "That's not what happened!"

"Thank you for your opinion, Dee," Hobbes interrupted, "but clearly Mrs. Silvestry has been released."

"No."

"Just leave her alone," Val scolded. "She's safe, isn't she? Jethro," she turned to her son, "it's let her go, hasn't it?"

The boy nodded. "I think so, yeah. Looks like it. Professor?"

The man straightened. "I'd say, from observation, the Doctor can't move. And when she was possessed, she couldn't move, so…"

"That's not how it works!" Caroline shouted suddenly, interrupting all of them; that was the loudest they'd heard her get, and even then it wasn't that loud. Her voice was shaking, her entire body was shaking, and she was gripping onto the chairs on either side of her like they were the only thing she had left to hold onto. She tried to say something else but words failed her, just like they had at the Library, because she felt like she couldn't breathe.

The Doctor was in danger and they were in a closed space and no one was paying attention to anything! No one was actually noticing anything important, no one was doing anything! They were just shouting and complaining and she couldn't think! She couldn't do anything to stop them or help the Doctor.

"The only problem we've got is this Doctor," Biff said carefully, studying Caroline. The woman was the man's companion, sure, but she didn't seem like she was actually putting them into any danger now. Besides, they'd all agreed that it was the Doctor they should be wary of.

"It's inside his head," Sky said, glancing back at Caroline as well before looking back at the group of terrified humans.

"It's inside his head."

"It killed the driver."

"It killed the driver."

"And the mechanic."

"And the mechanic."

"And now it wants us."

"And now it wants us."

Val nodded. "I said so!"

"He's waited so long."

"He's waited so long."

"In the dark."

"In the dark."

"And the cold."

"And the cold."

"And the diamonds."

"And the diamonds."

"Until you came."

"Until you came."

"Bodies so hot."

"Bodies so hot."

"With blood."

"With blood."

"And pain."

"And pain."

Val shook her head. "Stop. Oh, my God, make him stop. Someone make him stop."

"But she's saying it!" and if Caroline had been able to pay enough attention, she would have thanked the heavens that one of the idiotic humans was finally understanding.

"And you can shut up," Val snapped.

"But it's not him, it's her. He's just repeating."

"But that's what the thing does, it repeats."

The hostess held up a hand. "Let her talk."

"What do you know?" Biff hissed. "Fat lot of good you've been."

"Just let her explain!"

"I think…I mean, from what I've seen, it repeats, then it synchronizes, then it goes on to the next stage and that's exactly what the Doctor and Caroline said would happen."

"What, and you're on his side?"

Dee Dee shook her head. "No."

"The voice is the thing," Jethro said.

"And she's the voice. She stole it. Look at her. It's not possessing him, it's draining him."

"She's got his voice," the hostess looked at Sky with wide eyes.

Val shook her head. "But that's not true, because it can't…because I saw it pass into him. I saw it with my own eyes."

Biff nodded. "So did I."

"You didn't!"

"It went from her to him. You saw it, didn't you?" she looked at her son.

"I don't know."

"Oh, don't be stupid, Jethro. Of course you did."

"I suppose he was right next to her."

"Everyone saw it. Everyone."

Dee Dee shook her head again. "You didn't. You're just making it up. I know what I saw, and I saw her stealing his voice."

Val rolled her eyes. "She's as bad as him. Someone shut her up."

"I think you should be quiet, Dee."

"Well, I'm only saying…"

"And that's an order!" Hobbes snapped, turning on the woman. "You're making a fool of yourself, pretending you're an expert in mechanics and hydraulics, when I can tell you, you are nothing more than average at best. Now shut up."

"That's how he does it," Sky said quietly.

"That's how he does it."

"He makes you fight."

"He makes you fight."

"Creeps into your head."

"Creeps into your head."

"And whispers."

"And whispers."

"Listen."

"Listen."

"Just listen."

"Just listen."

"That's him."

"That's him."

"Inside."

"Inside."

"Throw him out!" Biff shouted.

"Get him out of my head!"

"Yeah, we should throw him out."

Val shoved her husband. "Don't just talk about it, just…you're useless! Do something!"

"I will. You watch me. I'm going to throw him out!" he strode forward.

Sky nodded. "Yes."

"Yes."

"Throw him out."

"Throw him out."

"Get rid of him."

"Get rid of him."

"Now."

"Now."

Biff grabbed the Doctor under his arms. "Don't!" Dee Dee cried.

"It'll be you next!" Val hissed.

The hostess shook her idea. "Don't think we should do this…"

"It was your idea." Biff glanced over his shoulder. "Professor, help me."

Hobbes shook his head, sputtering. "I can't…I'm not…"

"What sort of a man are you? Come on!"

"Throw him out!"

"Come on!"

"Just do it! Throw him out!"

"Help. Professor, help me!" Biff moved the Doctor a bit, but the Time Lord's foot caught on a chair, the same chair that Caroline was collapsed into, fighting against the feeling that the world was collapsing around her.

"Get him out!"

"Grab hold of him! Not like that. Are you stupid?" Hobbes tried to move around, but he didn't want to get too close to Caroline.

"Cast him out."

"Cast him out."

"Into the sun."

"Into the sun."

"I want him out!"

"And the night."

"And the night."

"Get him out!"

"Come on! Don't just stand there, do something!"

"Get him out!"

Sky nodded. "Do it."

"Do it."

"Do it now!"

"Do it now."

"Faster."

"Faster."

"Just do it!"

"That's the way."

"That's the way."

"You can do it."

"You can do it."

"Molto bene." The hostess turned in horror when she heard that phrase, recognizing it. Biff and Hobbes hadn't gotten far, the Doctor continually catching on things in the shuttle aisle.

"Throw him out!"

"Molto bene."

"Get him out!"

"Allons-y."

"Allons-y."

"That's his voice."

"The starlight waits."

"She's taken his voice!"

"The starlight waits."

"The emptiness."

"The emptiness."

"Get him out!"

"The Midnight sky."

"The Midnight sky."

"It's her."

"Throw him out!"

"She's taken his voice!" the hostess ran forward and grabbed Sky, pulling her with her towards the door. She pressed a button and it opened, everyone shielding themselves from the bright light. "One, two, three, four, five, six." The pressure collapsed, and the pair were sucked outside. The door closed, and the men dropped the Doctor.

The Time Lord pulled himself a bit away from them, practically collapsing on the ground. "It's gone. It's gone. It's gone," he breathed, pressing his face against the carpet. "It's gone, it's gone, it's gone, it's gone."

And then he realized that he couldn't see Caroline. He should at least see her somewhere in the shuttle, but she was nowhere.

And he had the horrible, sinking feeling that she had been the one to do it, that it had actually been her who had sacrificed herself to save everyone.

But then he heard her voice, weak and shaking and almost silent, but her voice.

He pushed himself up from the ground, looking around for her. As it happened, he was at the perfect height to see where she had ended up, since she had ended up falling to the ground.

The Doctor rushed to her side. "Caroline…" she was still shaking, but now she was more curled on her side, crying. "Caroline, please…" he touched her back. "What do you need me to do?"

"Water…" she said quietly into her hands.

The Doctor looked up at the group of humans still huddled in the back of the shuttle. "Get her water!"

It was Dee Dee who did so, passing forward a mug filled with just water. He adjusted Caroline, as carefully as he could, so that she was sitting up enough to drink the water. She was still crying, but soon she was able to take slower breaths, the Doctor quietly helping her count them, helping her focus on something else.

Anything else.

|C-S|

Twenty minutes later they were leaning back against a row of seats. Caroline was curled into the Doctor's arm, half asleep, while he stroked his thumb in a circle on her shoulder. Just keeping her calm, quietly reminding her that everything was okay now, they were both safe again.

He had been partially conscious as the creature had taken his voice. It had been difficult to see anything, or to focus on anything, but he'd been able to hear Caroline. And he'd heard her grow more and more panicked as no one listened to what she was attempting to say. She'd figured it out before anyone else, even before him. She'd determined exactly what the creature was attempting to do.

She's seen the pattern.

But she'd been too scared to really do anything.

Granted, he was almost certain he would have been almost equally as scared if Caroline had been the one being possessed. Really, if any of his companions were in danger.

But there was something different. Like with the Library, and River. There was always something odd about Caroline, something he couldn't place. Something he couldn't understand. She always reacted differently than a normal human. And as relieved he was sometimes about that, it didn't stop him from wondering exactly who or what Caroline was.

"Repeat," a voice said over the intercom, drawing all of their attention again. The rest of the passengers were sitting separately around the shuttle. "Crusader Fifty rescue vehicle coming alongside in three minutes. Door seals set to automatic. Prepare for boarding. Repeat. Prepare for boarding."

"The hostess…" the Doctor said quietly. "What was her name?"

But no one knew the answer.

No one had bothered to ask.

After another three minutes, the Doctor and Caroline were the first two out of the shuttle, both helping the other. However, they weren't that far before Caroline paused, suddenly realizing that something was missing.

"Caroline…" Jethro called, and the time travelers turned around. The boy jogged up to them. "You dropped this." He held out the pocket watch and Caroline grabbed it before the Doctor had really gotten a close look at it, clutching it close to her chest.

"Thank you Jethro."

|C-S|

When the Doctor and Caroline returned to Donna, she hugged both of them tightly. Then they moved to a small table for the pair to properly tell her what had happened. Donna was shocked, but she listened quietly.

"What do you think it was?" she asked once they were all finished.

The Doctor shook his head. "No idea."

"Do you think it's still out there?" the Doctor didn't say. "Well, you'd better tell them. This lot."

"Yeah." He looked around them. "They can build a Leisure Palace somewhere else. Let this planet keep on turning round an Xtonic star, in silence."

Donna nodded. "Can't imagine you without a voice," she chuckled.

"Molto bene."

Donna grinned. "Molto bene."

But the pair's faces fell. "No, don't do that. Don't. Don't."

 **A/N: Poor Caroline :( She's not had a fun time these past few episodes. Hopefully it'll get better for her soon.**


	21. Fading

Fading

Caroline and the Doctor had their arms linked together as they walked through the alien market place. They'd started out just holding hands but then Caroline had been shoved so he'd switched so that she was a bit closer to him and more protected. Donna was always looking at them as she walked, smiling.

They'd been different after Midnight. Really, they'd been different after the Library, but after there was a direct threat to the Doctor's life Caroline hadn't seemed to want to let him go. And he hadn't wanted to let go of Caroline either.

Most of the time they didn't notice it. They'd just be walking, like they had been originally here, and their hands would just drift together. And as long as no one mentioned it they never acknowledged it. Of course, there was a chance they noticed, but they had never let on where Donna could see, so she was leaning towards them not noticing.

Donna knew it was making both Caroline and the Doctor happier. The woman was a bit more talkative, even around alien threats, because the Doctor was there reminding her that someone was listening, someone else believed her opinions and her guesses were worth considering.

But Donna also remembered Martha's warning, about how the Doctor was dangerous. About what happened if you fell in love with the immortal time traveling alien…

It helped that she knew that the Doctor would never want to hurt Caroline. But he probably hadn't realized what he was doing, at least not yet. And Donna didn't know quite when she should bring it up to them, or at least to him.

The Doctor pulled Caroline with him to one of the stalls, letting him study the things there, tasting a bit of the alien food, and try to convince Caroline to try it, before they both turned around, still laughing. Donna had been looking at another of the stalls for a moment before they all regrouped, walking a bit further before the Doctor spotted someone offering some food and drinks.

"Oh, oh, ho," the Doctor said, grabbing all of them a cup of foaming liquid.

Donna laughed. "I'd rather have a water."

"You are going to love it." He grinned. "One, two, three!"

They all took a drink and laughed, all ending up with foaming mustaches.

"Lovely!" Donna took another sip as the other two wiped off their top lips, the trio continuing on.

They hadn't gotten far before the Doctor and Caroline went to examine a stall of alien fruits, the Doctor explaining what they each were and where they were from. That was the type of thing Caroline loved: learning about the different races. She loved science and studying and just learning, and a market place was the perfect place for it if you happened to be travelling with a Time Lord.

Donna, in turn, continued to wander everywhere else.

"You want to buy a shukina?" a saleswoman called to her as she passed. "Or peshmoni? Most beautiful peshmoni in all of Shan shen?"

Donna shook her head. "Er, no, thanks." She glanced at the pair to see the Doctor debating something with the shopkeeper and Caroline simultaneously listening and trying not to laugh because the Doctor hadn't quite gotten all of the foam off his lip.

"Tell your fortune, lady," a woman in a robe called. "The future predicted. Your life foretold."

"Oh, no thanks."

The woman frowned. "Don't you want to know if you're going to be happy?"

Donna shrugged. "I'm happy right now, thanks." She kept walking, but it was clear the fortune teller wasn't letting up.

"You've got red hair. The reading's free for red hair."

She glanced at the pair before nodding. "All right then." She followed the woman into a curtain of beads. The fortune teller paused at the entrance, looking around to ensure no one was looking at them, before ducking inside and bringing Donna to a table.

The woman ran her nails over Donna's palms. "Oh, you're fascinating. No, but you're good. I can see a…woman, a quiet woman. And…a man, the most remarkable man." The woman looked up at Donna. "How did you meet him?"

"You're supposed to tell me."

"I see the future. Tell me the past. When did your lives cross?"

Donna frowned, sighing. "It's sort of complicated. I ended up in a spaceship on my wedding day. Long story."

"But what led you to that meeting?"

"All sorts of things. But my job, I suppose. It was on Earth…this planet called Earth, miles away. But I had this job as a temp. I was a secretary at a place called HC Clements." Donna swayed as she could almost picture her last job perfectly, down to the smallest detail, like she was sitting there again. "Oh…sorry."

The fortune teller nodded. "It's the incense. Just breathe deep. This job of yours. What choices led you there?"

"There was a choice, six months before, because the Agency offered me this contract with HC Clements…" and she was back on the street, walking to her car with her mother "but there was this other job. My mum knew this man…"

"Your life could have gone one way or the other. What made you decide?"

Donna shook her head. "I just did."

"But when was the moment? When did you choose?" Donna was in the car, at an intersection, going left or right, she didn't know, because each was a different job and a different path. "You turned left. But what if you turned right? What then?"

Donna tried to pull her hands from the woman's grip, shaking slightly, but the woman was stronger then she'd expected. "Let go of my hands."

"What if it changes? What if you go right? What if you could still go right?"

"Stop it." And then she felt something land on her back, something clicking. "What's that? What's on my back? What is it? What…what's on my back?"

"Make the choice again, Donna Noble, and change your mind. Turn right."

"I'm turning…" Donna's attention was fading, and she was back in the car, back with her mother and the choice.

"Turn right. Turn right. Turn right! Turn right, and never meet that man. Turn right, and change the world!"

And Donna turned right.

|C-S|

This was wrong.

Everything was wrong.

Caroline Attwater stood before her parents' graves and knew that everything was wrong.

There were two timelines in her head. In both of them, the Thames was emptied to destroy a Christmas star. But now the hospital that went to the moon came back will one survivor instead of filled with suffocating, but alive, people.

And it wasn't a lot. She shouldn't have noticed it. But she did.

Caroline Attwater could feel it like an itch.

It felt like the world was collapsing with her every step, but it wasn't, she knew it wasn't.

But every other part of her told her that it was.

She didn't know what was wrong. She didn't know why it felt like she had two lives being shoved together inside her mind. But everything was wrong, she knew that. She just had no way to figure out what it was.

"Caroline!" she spun to see the boy running towards her, the one who had shown her the graveyard days before. "What are you doing here?"

"Mourning." But as she said it she knew that it wasn't right. She shouldn't be here anymore, she shouldn't be in Bath at Christmas. She was meant to be in London but the lawyers had taken longer than expected with her parents' belongings due to everything that had happened recently and she'd had to stay. And now she was in the wrong place, everything was in the wrong place.

"How are you feeling?"

She glanced back at the gravestones. "Sad." But she wasn't, and she was. She was both at the same time because she knew she should be sad, she was certain that she should be sad, but she didn't feel sad about this.

The boy nodded. She didn't know his name. "Mum wanted to know if you wanted to come over for Christmas dinner. She hates the thought of you being alone."

Caroline nodded. "That would be lovely, thank you."

"I'll see you then?"

She didn't know where he lived. "Yes, of course."

Then she was alone again, and that was how she was when the Titanic crashed into London.

Though she couldn't see it, she could feel it, because it wasn't right! Nothing about it was right! Everything was just wrong wrong wrong and she didn't know why or what she could do to fix it.

London was destroyed and Caroline knew that it wasn't supposed to happen.

She was supposed to be asleep in her home with friends frantically calling, and then she was supposed to go for a walk and see people vanish in the middle of the street and see a man in a blue box across the river. She was supposed to run into that man again and again.

But it wouldn't happen now. Because he was dead.

She didn't know how she knew it, but she did. She knew it with all of her heart. That wonderful man with the blue box was dead.

|C-S|

Later, in Leeds, Donna walked off to join the blonde woman who'd continued to appear wherever she was, looking for Donna. This time she walked up to the woman, nodding. "Hello."

"Hi." The woman turned and led Donna to a nearby park, the two sitting on a bench and staring at the sky, clouded with gas. In Bath, Caroline screamed that someone was supposed to be stopping this. "It's the ATMOS devices. We're lucky, it's not so bad here. Britain hasn't got that much petrol. But all over Europe, China, South Africa, they're getting choked by gas."

"Can't anyone stop it?"

The woman nodded. "Yeah, they're trying right now, this little band of fighters, on board the Sontaran ship. Any second now."

Above them, the sky burned, and in Bath Caroline cried.

"And that was?"

"That was the Torchwood team." The woman smiled sadly. "Gwen Cooper, Ianto Jones, they gave their lives. And Captain Jack Harkness has transported to the Sontaran home world. There's no one left."

"You're always wearing the same clothes," Donna said, looking the woman up and down. "Why won't you tell me your name?"

"None of this was meant to happen. There was a man, this wonderful man, and he stopped it. The Titanic, the Adipose, the ATMOS, he stopped them all from happening."

"That…Doctor?" Donna remembered the body she had seen when the Christmas star fell.

The woman nodded. "You knew him."

"Did I? When?"

"I think you dream about him sometimes. It's a man in a suit. Tall, thin man. Great hair." She sighed. "Some really great hair."

Donna just shook her head. "Who are you?"

"I was like you. I used to be you. You've traveled with him, Donna. You've traveled with the Doctor and a woman in a different world."

She shook her head again. "I never met him, and he's dead."

"He died underneath the Thames on Christmas Eve, but you were meant to be there. He needed someone to stop him, and that was you. You made him leave. You saved his life."

Donna saw herself in a wedding dress, standing among water and fire and listening to an alien die.

"Stop it," she said, though her voice was shaking and there were tears in her eyes. She stood and stepped away from the woman. "I don't know what you're talking about. Leave me alone!"

"Something's coming, Donna." The woman stood. "Something worse."

"The whole world is stinking. How can anything be worse than this?"

"Trust me. We need the Doctor more than ever. I've…I've been pulled across from a different universe because every single universe is in danger. It's coming, Donna. It's coming from across the stars and nothing can stop it."

"What is?"

"The darkness."

"Well, what do you keep telling me for? What am I supposed to do? I'm nothing special. I mean, I'm…I'm not…I'm nothing special. I'm a temp. I'm not even that. I'm nothing."

But the woman just looked at her sadly. "Donna Noble, you're the most important woman in the whole of creation."

Donna just shook her head, laughing. "Oh, don't. Just don't. I'm tired. I'm so tired." She turned to walk away.

"I need you to come with me."

Donna looked over her shoulder, scoffing. "Yeah. Well, blonde hair might work on the men, but you ain't shifting me, lady."

The woman grinned. "That's more like it."

"I've got plenty more."

"Then you'll come with me, only when you want to."

"You'll have a long wait, then." Donna walked away.

"Not really. Just three weeks." She paused. "Tell me, does your grandfather still own that telescope?"

Donna turned around in shock. "He never lets go of it."

"Three weeks time. But you've got to be certain. Because when you come with me, Donna, sorry, so sorry, but you're going to die." And then the woman faded into nothingness.

|C-S|

Caroline felt like she was going mad.

She must be, that was the only explanation. She was crazy, and she supposed it was good that she was able to admit it.

Though, of course, if she was mad she wouldn't have realized it, she wouldn't have seen it.

But she had to be, she had to be completely and utterly mad.

Because she could barely focus on anything. Anytime she tried her mind just shouted at her that it was wrong, everything was wrong, and until she fixed it she wouldn't be able to see or do anything properly.

If the world hadn't been suffering because of various alien attacks, Caroline knew that she would have been sent to some hospital for treatment. But none of those were open now or, if they were, they weren't taking any more patients. The country didn't have the resources for it.

So she was left alone in Bath, huddling in alley ways and avoiding the soldiers, because she couldn't talk to anyone, she could barely move.

It felt like she was dying.

"Caroline?" She didn't look up, because opening her eyes was too painful. But she heard the woman stepping closer, slowly. "Caroline Attwater?" the woman touched her shoulder. "I'm here to help you."

Somehow, Caroline managed to shake her head.

"Will you let me help you?" She said nothing. "Everything is wrong, isn't it? You know something is wrong. I want to help you."

That time, Caroline nodded, and the woman helped her stand. She supported her to the street and into what Caroline vaguely recognized as a Land Rover.

She didn't pay attention to where they were going. All she could do was sit against the side of the car clutching her head. Eventually, the woman, who she'd been able to determine was blonde, began to rub her back.

Once the car stopped, the woman helped her out of the car and into a warehouse full of scientific equipment. They had a little medical section set up and Caroline was placed on one of the beds, allowed to lie back with her hands over her eyes. The woman stayed with her, a hand on Caroline's shoulder, when another woman walked up.

"Is this her?" the new woman asked. "Is this Caroline Attwater?"

"Yes."

The new woman stepped closer. "Caroline, I'm Captain Erisa Magambo. How are you feeling?"

"Where am I?"

"You're at the current UNIT headquarters." Caroline was able to take a few more breaths. "Do you know a man called the Doctor?"

It felt like there was a pause in her mind, as though all of the voices stopped for a moment. Just that name broke through everything and gave her one second where she could fully pay attention to anything but her own thoughts. And then, even though everything returned, even though everything was wrong again, she could speak now, louder than she had before.

"Who is he?"

"You traveled with him, in a different world, in the real world," the blonde woman explained.

"Where is he?"

"He's dead." Caroline knew it. She'd known it before she asked, but she'd been hoping it wasn't actually true. But now she knew, of course she had been right. She'd known she was right. She'd known he was dead. "But he's not supposed to be."

"Donna…"

Both women looked shocked that she knew the name. "How…"

"Where is she?"

"We're waiting for her now. She should be coming soon." The blonde woman frowned. "How do you know…"

Slowly, Caroline removed her hands from her eyes, staring at the blonde woman. "I know that this world is wrong and the timelines are messed up, and you're questioning how I know Donna's name?" her voice was shaking and she looked as mad as she felt, but the blonde woman and the captain listened.

|C-S|

Caroline stood beside Magambo, staring at the blue police box standing next to a semi-circle of mirrors. She hadn't stopped looking at it the moment she'd first spotted it, because there it was, the box that she was supposed to have seen across the river as it snowed down ashes.

The box that held the entire universe inside it.

They were waiting for the blonde woman, for she'd refused to share her name, and Donna to arrive. They'd nearly attempted to make Caroline stay sitting, as occasionally she would just collapse when everything became too much, but she wanted to be there to see Donna, to see them fix the timelines.

The blonde woman strode towards them, with Donna a few steps behind her. Caroline recognized Donna, and also didn't, because in one world she'd traveled with the woman and another they'd never met before.

"Loadstone testing now at 15.4," someone said over the speakers. "Repeat, 15.4."

Magambo saluted the woman and Donna as they approached. "Ma'am."

The blonde sighed. "I've told you, don't salute."

"Well, if you're not going to tell us your name…"

Donna looked at Magambo in surprise. "What, you don't know either?"

The blonde turned to a nearby computer and began typing. "I've crossed too many different realities. Trust me, the wrong word in the wrong place can change an entire casual nexus."

Magambo sighed. "She talks like that. A lot." She turned to Donna. "And you must be Miss Noble."

They shook hands. "Captain Erisa Magambo. Thank you for this."

Donna shook her head. "I don't even know what I'm doing." She turned to Caroline. "Hello."

Caroline, slowly, took her gaze from the TARDIS to stare, wide-eyed, at Donna. "Oh, my God," she breathed, looking at a point on Donna's shoulder, an action Donna was familiar with.

The blonde glanced at her, quickly straightening. "Is it awake?" she interrupted, keeping Caroline from saying too much just yet.

Magambo shook her head. "It seems to be quiet today. Ticking over. Like it's waiting."

"Do you want to see it?" the blonde asked Donna, stepping forward and gesturing to the box.

"What's a police box?"

"They salvaged it from underneath the Thames." The pair, with Caroline following behind them, reached the box. "Just go inside."

"What for?" Donna frowned.

"Just go in!"

Donna did as she was told. Caroline touched the side of the box, running her fingers down the wood grain. The blonde watched her.

Donna came out of the box, wide eyed, walked around it, and then went back in. She stared for a moment before turning and walking out again.

The blonde smiled. "What do you think?"

"Can I have a coffee?"

The blonde ordered a soldier to get it, and some water for Caroline, before all three of them stepped inside the blue box.

Instantly, Caroline knew something was wrong. The box was dying. The wonderful box that could show you the universe was dying, and it wasn't supposed to die. This wasn't what was supposed to happen.

"Time And Relative Dimension In Space," the blonde said as the soldier arrived with their drinks, though Caroline didn't drink any of her water. "This room used to shine with light. I think it's dying." Gently, she rubbed the console. "Still trying to help."

"And…and it belonged to the Doctor?" Donna frowned, glancing nervously at Caroline, who thankfully wasn't looking at her just then.

The blonde nodded. "He was a Time Lord. Last of his kind."

"But if he was so special, what was he doing with me?"

"He thought you were brilliant," Caroline breathed, remembering his words, remembering his trust and his courage and his kindness.

Donna shook her head. "Don't be stupid."

But the blonde nodded. "But you are. It just took the Doctor to show you that, simply by being with him. He did the same to me. To her." She nodded to Caroline. "To everyone he touches."

Donna paused, uncertain, watching the way the blonde looked to Caroline, the way she stared at the woman. "Were you and him…"

The blonde didn't answer. She just stepped forward, gently touching Donna's shoulder, staring at it like Caroline had. "Do you want to see it?"

"No." Donna shook her head, but Caroline turned and stared at it as well. "Go on, then."

The blonde guided Donna out of the machine and into the semi-circle of mirrors, leaving Caroline to stand on the edge, watching. "We don't know how the TARDIS works," the blonde explained, "but we've managed to scrape off the surface technology, enough to show you the creature."

Donna's eyes widened. "It's a creature?"

"Just stand here."

"Out of the circle, please," Magambo called.

The blonde nodded, stepping out. "Yes, ma'am." She left Donna standing there alone.

"Can't you stay with me?"

"Ready?" Magambo asked a nearby soldier. "And activate."

All of the lights came on and Donna shut her eyes against the brightness.

"Open your eyes, Donna," the blonde called, standing beside Caroline.

"Is it there?"

"Open your eyes. Look at it."

Donna only shook her head. "I can't."

"It's part of you, Donna. Look."

Slowly, Donna opened her eyes. And she could see it. She could see the creature Caroline could see on her back, the massive beetle clinging to her. She spun, trying to get it off, breathing hard.

"It's okay, it's okay, it's okay," the blonde called. "Calm down, Donna. Donna? Donna!" she finally stopped. "Okay."

"What is it?" Donna stared at the creature clinging to her back. She'd never noticed it. Why had she never noticed it before?"

The blonde shook her head. "We don't know."

"Oh, thanks."

"It feeds off time, by changing time. By making someone's life take a different turn, like…er…meetings never made, children never born, a life never loved. But with you, it's…" she shook her head.

"But I never did anything important."

"Yeah, you did. One day that thing made you turn right instead of left."

"When was that?"

"Oh, you wouldn't remember. It was the most ordinary day in the world. But by turning right, you never met the Doctor, and the whole world just changed around you."

"Can you get rid of it?"

The blonde shook her head. "No, I can't even touch it. It seems to be in a state of flux."

"What does that mean?"

"I don't know. It's the sort of thing the Doctor would say."

"You liar!" Donna stared to cry. "You told me I was special! But it's not me, it's this thing. I'm just a host!"

"No, there's more than that." The blonde was calm, and even Caroline was surprised. "The readings are strange. It's…it's like reality's just bending round you."

"Because of this thing!"

"No, no! We're getting separate readings from you. And they've always been there, since the day you were born."

Magambo turned to the blonde. "This is not relevant to the mission."

"I thought it was just the Doctor we needed, but it's both of you. The Doctor and Donna Noble, together, to stop the stars from going out." The blonde glanced at Caroline but said nothing more.

"Why? What can I do?" Donna paused, breathing heavily, looking at the creature on her back. "Turn it off, please."

"Captain."

Magambo nodded. "Power down."

Once it was off, the blonde walked towards Donna, touching her arm. The human was shaking. "It's still there, though. What can I do to get rid of it?"

"You're going to travel in time." She turned and nodded to a group of soldiers who stepped forward with a jacket made of wires, fitting it to Donna. Caroline stepped forward so that she was standing behind the blonde, unable to help her curiosity, even if her vision was swimming almost every second. "The TARDIS has tracked down the moment of intervention. Monday the 25th, one minute past ten in the morning. Your car was on Little Sutton Street leading to the Ealing Road, but you turned right heading towards Griffin's Parade. You need to turn left. That's the most important thing. You've got to go back, turn left. Have you got that, Donna? One minute past ten, make yourself turn left, heading for Chiswick Highroad."

"Keep the jacket on at all times," Magambo instructed. "It's insulation against temporal feedback. This will correspond to local time wherever you land." A scientist put a watch on her wrist, and Magambo held out a glass of water. "This is to combat dehydration."

Before Donna stepped away, Caroline grabbed her arm. She didn't say anything, there was nothing she could say. She could only stare at Donna and hope the woman understood how to fix everything, because someone needed to, she couldn't live in this world much longer.

She could feel everything breaking, the entire universe breaking. They needed the Doctor back.

Gently, the blonde pulled Caroline back from Donna, leading the woman back to the mirrors. "This is where we leave you."

Donna shook her head. "I don't want to see that thing on my back."

"No, the mirrors are just incidental. They bounce chronon energy back to the center which we control and decide the destination."

"It's a time machine!"

The blonde nodded. "It's a time machine."

"If you could?" Magambo said, nodding. Donna moved to the center of the mirrors and the blonde walked back to stand beside Caroline, the woman clutching a pocket watch. "Powering up."

"How do you know it's going to work?" Donna asked the blonde.

"Hmm? Oh yeah, we…we don't. We're just…we're just guessing."

Donna sighed. "Oh, brilliant."

"Just remember, when you get to the junction, change the car's direction by one minute past ten."

"How do I do that?"

She shrugged. "It's up to you."

"Well, I just have to run up to myself and…have a good argument."

The blonde laughed. "I'd like to see that."

"Activate loadstone."

"Good luck."

Donna nodded. "I'm ready!"

"One minute past ten."

"Because I understand now." Donna nodded again, clenching her fists. "You said I was going to die, but you mean this while world is going to blink out of existence. But that's not dying, because a better world takes its place. The Doctor's world. And I'm still alive. That's right, isn't it? I don't die. If I change things, I don't die. That's…that's right, isn't it?"

But the blonde's face had fallen as Donna had spoken. "I'm sorry."

Donna's eyes were wide. "But I can't die. I've got a future. With the Doctor. You told me!"

"Activate!"

The lights grew blinding and there was a strong wind, spreading sparks from the TARDIS, the mirrors, the wires, and Donna.

At the same moment Caroline fell to her knees laughing.

|C-S|

When Donna screamed, it took the Doctor and Caroline a few seconds to figure out where she had actually gone. They followed the sound until they ran inside a small room, finding Donna sitting on a chair at a table, a large beetle on the ground next to her.

"Everything all right?" the Doctor asked, looking between Donna and the bug.

"Oh, God." Donna stood and hugged the Doctor tightly. Then she hugged Caroline, squeezing both of them, because they were all right, they were both all right, the Doctor wasn't dead and Caroline wasn't suffering and everything was all right again.

"What was that for?" the Doctor asked once she stepped back, laughing.

Donna couldn't say anything. She just hugged them again.

It took a few minutes before Donna was calm enough to try and explain everything that happened as best she could, though they very quickly realized that she barely remembered anything. It had all slipped away so quickly, before she'd been able to organize it enough to tell them.

The Doctor and Caroline crouched beside the beetle, poking it with a stick.

"I can't remember," Donna said, shaking her head. "It's slipping away. You know like when you try and think of a dream and it just sort of goes." She glanced at Caroline. The woman had been all right as Donna had calmed, but now she was frowning, rubbing her forehead.

"Just got lucky, this thing," the Doctor commented. "It's one of the Trickster's Brigade. Changes a life in tiny little ways. Most times, the universe just compensates around it, but with you?" he looked up. "Great big parallel world."

"Hold on. You said parallel words are sealed off."

He nodded. "They are. But you had one created around you." He frowned. "Funny thing is, seems to be happening a lot to you."

"How do you mean?"

"Well, the Library and then this."

Donna shrugged. "Just goes with the job, I suppose."

"Sometimes I think there's way too much coincidence around you, Donna." He narrowed his eyes. "I met you once, then I met your grandfather, then I met you again. In the whole wide universe, I met you for a second time. It's like something's binding us together." The Doctor glanced at Caroline and noticed, for the first time, that she was gripping her head. "What's wrong?"

She was frowning, staring at the beetle. "It was like the Library," she whispered. "Everything was wrong." She looked up at the Doctor. "Why do I remember it Doctor?"

His eyes widened. "How many times…the street," Christmas, on an Earth-bound journey from the Titanic, "the snow," across a river, she'd seen the box, "Adipose," she'd been the desk he had chosen, the person he'd picked randomly, "and then running," and it had been her street, the exact street she'd been walking down, that he'd run down. "Four times. The entire universe and four times…" Donna being twice was special enough, he'd full-on interacted with Donna twice, but Caroline had been there four times… "There's something connecting all of us."

Donna shook her head. "Don't be so daft. I'm nothing special."

"Yes, you are. You're brilliant."

"The stars are going out," Caroline whispered. Her memories, memories she wasn't supposed to have, were fading now, but she knew a bit. She knew that phrase, she'd heard that phrase.

Donna's eyes widened. "She said that."

"Who did?"

"That woman…she said the stars are going out."

The Doctor nodded, rubbing Caroline's back. "Yeah, but that world's gone."

"No, but she said it was all worlds. Every world. She said the darkness is coming, even here."

"Who was she?"

Donna shook her head. "I don't know."

"What did she look like?"

"She was blonde."

"What was her name?"

"I don't know!"

"Donna, what was her name?"

Donna stared at the Doctor, the last thing she'd heard coming back to her, the last thing the blonde woman had said to her as she lay dying. "But she told me to warn you. She said two words."

"What two words? What were they? What did she say?"

"Bad Wolf." The Doctor's eyes widened and he started shaking. "Well, what does it mean?"

The Doctor just stood and ran outside, his two companions turning and following him a second later. He turned in the middle of the street, staring, because everything said Bad Wolf now. They were surrounded by the phrase, even the TARDIS.

He ran inside and froze, because the TARDIS was bathed in red light, the cloister bell tolling.

"Doctor, what is it?" Caroline asked, the companions on either side of him. "What's Bad Wolf?"

"It's the end of the universe."

 **A/N: Poor Caroline. She just hasn't had fun these past few adventures.**

 **Since Caroline couldn't feature into this episode much, as the original centered around Donna, I just made this whole episode one chapter.**

 **Also, happy Halloween!**


	22. The End is Coming

**The End is Coming**

The TARDIS landed back on Earth and the Doctor ran outside, his two companions running after him. He hadn't explained what was happening, just run to the console and started piloting them. Eventually, they'd gotten him to say Earth, and that the woman was Rose Tyler, but that was it.

They'd appeared on a suburban street, and the Doctor paused, breathing heavily. "It's fine. Everything's fine. Nothing's wrong, all fine." He glanced at a milk cart that had stopped nearby. "Excuse me. What day is it?"

"Saturday," the man responded.

The Doctor nodded. "Saturday. Good. Good, I like Saturdays."

"So, we just met Rose Tyler?" Donna asked.

"Yeah."

Caroline frowned. "You said she was locked in a parallel world."

"Exactly. If she can cross from her parallel world to your parallel world, than that means the walls of the universe are breaking down, which puts everything in danger. Everything." He frowned. "But how?" He turned and walked back to the TARDIS console.

His companions walked up on the other side. "The thing is, Doctor," Donna said, choosing her words carefully, looking between the Doctor and Caroline, "no matter what's happening, and I'm sure it's bad, I get that but…Rose is coming back. Isn't that good?"

The Doctor paused, glancing up at Caroline. The woman wasn't looking at him, instead at the screen in front of her, reading the numbers that flashed across it. "Yeah."

The TARDIS shook and they all fell to the floor. "What the hell was that?"

"Don't know." The Doctor pushed himself up. "It came from outside." He ran to the door and pulled it open, revealing that they were now in outer space. Rocks floated near them.

Donna came up to his shoulder while Caroline frowned at the scanner, thankful it happened to be displaying the data in English. "But we're in space. How did that happen? What did you do?"

"We haven't moved," Caroline called, making the Doctor turn and run back to her. "I think we're fixed."

He shook his head. "It can't have…no." He looked out the doors. "The TARDIS is still in the same place, but the Earth has gone. The entire planet. It's gone."

Donna's eyes widened. "But if the Earth's been moved, they've lost the Sun. What about my Mum? And Granddad? They're dead, aren't they? Are they dead?"

He could only shake his head again. "I don't know, Donna. I just don't know. I'm sorry, I don't know."

"That's my family," she breathed. "My whole world."

He typed a few things searching for any sign of where the planet had gone, even who had taken it. But there was nothing. Literally nothing. "There's no readings. Nothing. Not a trace. Not even a whisper." He leaned back. "Oh, that is fearsome technology."

"What do we do?" Caroline asked.

The Doctor stepped back from the TARDIS console, staring at some point on the ground. "We've got to get help?"

"From where?"

He looked up. "Caroline, Donna, I'm taking you to the Shadow Proclamation. Hold tight." He turned and flipped a lever, sending them all off into space, though this time everyone had actually managed to hold onto something so that they didn't fall again. The TARDIS shook, more than it normally did, because the Doctor was panicking.

"So go on then," Donna prompted once the Doctor finally stepped away from the controls, the TARDIS stilling, "what is the Shadow Proclamation anyway?"

He shrugged. "Posh name for police. Outer space police." He nodded, holding out a hand for Caroline, and she took it without thinking. "Here we go."

Together, they stepped out into a pure white corridor, though the Doctor wasn't able to hold Caroline's hand much longer because they were greeted by a group of armed aliens. Caroline swore that they looked like rhinos, but outer-space rhinos. The three of them held their hands up in obvious surrender.

"Sco bo tro no flo jo ko fo to to," one of the aliens said.

"No bo ho sho ko ro to so." He frowned slightly, focusing. "Bo-ko-do-o-go-bo-fo-po-jo." All of the aliens stood to attention, lowering their weapons. "Moho."

The aliens motioned for them to follow and led them to another white room with a small computer and an albino woman in a dark gown. The Doctor very quickly identified her as the Shadow Architect.

"Time Lords are the stuff of legend," the woman said, turning to face the Doctor. "They belong in the myths and whispers of the Higher Species. You," she sneered, "cannot possibly exist."

The Doctor shrugged. "Yeah. More to the point, I've got a missing planet."

"Then you're not as wise as the stories would say. The picture is far bigger than you imagine. The whole universe is in outrage, Doctor. Twenty-four worlds have been taken from the sky."

His eyes widened, and even his companions were shocked, the two women looking at each other. "How many…Which ones? Show me."

The Architect gestured for the Doctor to join her at the computer screen. The companions came beside them, reading the information scrolling across the screen. "Locations range far and wide, but all disappeared at the exact same moment, leaving no trace."

"Callufrax Minor," the Doctor read. "Jahoo. Shallacatop. Women Wept. Clom." He frowned. "Clom's gone? Who'd want Clom?"

"All different sizes. Some populated, some not. But all unconnected."

Donna frowned. "What about Pyrovillia?"

The Architect turned to look at them like she hadn't seen them before. "Who are the females?"

"Donna. And this is Caroline." The woman gave a small wave. "We're human beings. Maybe not the stuff of legend but every bit as important as Time Lords, thank you."

"Lucius said Pyrovillia had gone missing," Caroline said, remembering what they'd heard in Pompeii."

"Pyrovillia is cold case," one of the rhino aliens, Judoon the Doctor had said, informed them. "Not relevant."

Donna narrowed her brows. "How do you mean, cold case?"

"The planet Pyrovillia cannot be part of this," the Architect explained. "It disappeared over two thousand years ago."

"Yes, yes, hang on. But there's the Adipose breeding planet, too." Caroline nodded along with what Donna said. "Miss Foster said that was lost, but that must've been a long time ago."

The Doctor grinned widely. "That's it! Donna, brilliant!" he turned back to the computer, typing a bit. "Planets are being taken out of time as well as space. Let's put this into 3D." Behind them, holograms of all the missing planets appeared, drifting in the air. "Now, if we add Pyrovillia and Adipose Three." The two planets appeared, but the Doctor frowned. "Something missing. Where else…where else, where else? Where else lost…"

Caroline's eyes widened, remembering Midnight, before everything had gone wrong. "Poosh! The Lost Moon of Poosh."

He cheered and added the planet. Almost instantly, every planet reorganized themselves into a seemingly random pattern, but Caroline knew it made sense. It had to make sense, there had to be a pattern.

"What did you do?"

The Doctor looked around at the planets. "Nothing. The planets rearranged themselves into the optimum pattern. Oh, look at that," he grinned. "Twenty planets in perfect balance. Come on, that is gorgeous."

Donna sighed. "Oi, don't get all spaceman. What does it mean?"

"All those worlds fit together like pieces of an engine. It's like a powerhouse. What for?"

"Who could design such a thing?"

The Doctor shook his head, thinking. "Someone tried to move the Earth once before. Long time ago. Can't be." He turned to look at the computer again, studying it.

Caroline and Donna looked at each other before moving closer to the stairs. They both wanted to help, somehow, but neither of them really knew how. Because the Doctor was focusing on everything else and he didn't really have any attention to focus on his companions, even Caroline.

Now, it was clear that the best thing to do was to stay out of the way until the Doctor turned to them for assistance.

The companions sat next to each other on the steps, watching the Doctor switch between talking with the Architect and working on the computer.

"How are you feeling?" Donna asked Caroline. She couldn't remember anything from the parallel world, it had all faded by now, but Caroline had remembered something, even if the world hadn't been focused around her. She didn't know how much Caroline still remembered by now.

Caroline rubbed her hands together. "I'm scared." She watched the Doctor for a moment. "He doesn't know what's happening, with this, with us."

Donna nodded. "He'll figure it out."

"Hopefully."

Another woman walked up to them, offering a tray with a bowl of water to them. "You need sustenance. Take the water, it purifies."

"Thanks," Donna said with a smile, though she didn't take it.

The woman frowned. "There was something on your back."

Both Donna and Caroline looked up suddenly, though it was Donna who spoke. "How do you know that?"

"You are something new."

She shook her head. "Not me. I'm just a temp. Shorthand, filing, hundred words per minute." She sighed. "Fat lot of good that is now. I'm no use to anyone."

"I'm so sorry for your loss."

"Yeah. Our whole planet's gone."

The woman shook her head. "I mean the loss that is yet to come." She moved up the steps between them. "God save you."

Before either of the companions could comment on what just happened, the Doctor hurried over to them, leaning on the railing. "Caroline, Donna, come on, think. Earth. There must've been some sort of warning. Was anything happening back in your day, like electrical storms, freak weather, patterns in the sky?"

Caroline frowned. There had been a few freak things, of course, but no one had bothered to make a connection between all of them, not even her. She hadn't even been paying that much attention, especially since her parents had just died. She hadn't even bothered to research about the missing bees…

"The bees…" she said, looking up again, just as the Doctor was about to walk away because Donna didn't remember anything. "Donna, you said the bees were disappearing."

The Doctor's eyes widened and he backed up, running a hand through his hair. "The bees disappearing. The bees disappearing. The bees disappearing!"

"How is that significant?" the Architect asked the Doctor, though he was too excited about whatever he'd just figured out.

The companions hurried over to him. "On Earth we had these insects," Donna tried to explain. "Some said it was pollution or mobile phone signals."

The Doctor shrugged, typing. "Or, they were going back home."

"Back home where?"

"Planet Melissa Majoria?"

Donna's eyes widened. "Are you saying bees are aliens?"

He shook his head. "Don't be so daft; not all of them. But if the migrant bees felt something coming, some sort of danger, and escaped?" He looked at the Architect. "Tandocca."

The woman's eyes widened. "The Tandocca Scale."

"Tandocca scale is the series of wavelengths used as carrier signals by migrant bees," the Doctor explained. "Infinitely small. No wonder we didn't see it. It's like looking for a speck of cinnamon in the Sahara, but look, there it is." A trail of blue light appeared on the computer screen. "The Tandocca trail. The transmat that moved the planets was using the same wavelength, we can follow the path."

"And find the Earth?" Donna asked, walking backward towards where they had left the TARDIS. "Well, stop talking and do it."

The Doctor grinned, grabbing Caroline's hand, and ran into the TARDIS. "I am!" He ran straight to the TARDIS console. "We're a bit late. The signal's scattered, but it's a start." He jumped back to the door. "I've got a blip. It's just a blip, but it's definitely a blip."

"Then according to the strictures of the Shadow Proclamation, I will have to seize your transport and your technology."

The Doctor frowned. "Oh, really? What for?"

"The planets were stolen with hostile intent. We are declaring war, Doctor, right across the universe, and you will lead us into battle."

He nodded, glancing back into the TARDIS for a second. "Right. Yes. Course I will. I'll just…go and get you a key." He turned and ran back in, setting the TARDIS off almost immediately.

It was less violent than it normally was, but all three of them were holding on, preparing for something to happen the further they went. However, after a few seconds, the TARDIS stopped dead, the time rotor almost freezing mid motion.

The Doctor looked up at it in confusion. "It's stopped."

"What do you mean?" Donna asked as the Doctor pulled himself up a bit more. "Is that good or bad? Where are we?"

He looked at the monitor in front of him. "The Medusa Cascade. I came here when I was just a kid, ninety years old." The companions came up on either side of him, looking at the nebula before them. "It was the center of a rift in time and space."

"So…where are the twenty-seven planets?"

The Doctor shook his head. "Nowhere. The Tandocca Trail stops dead." He stepped back and leaned against one of the pillars. "End of the line."

"So what do we do?" Donna turned to look at the Doctor. "Doctor, what do we do?" But the Time Lord was silent, staring at the console, at a loss of anything and everything. "Now don't do this to us. No, don't. Don't do this to us. Not now. Tell me, what are we going to do?" Donna shook her head. "You never give up. Please."

Caroline didn't know what to do. Because when the Doctor was confused, when the Doctor had no ideas, there was nothing either companion could do to help. They were just humans, he was the genius Time Lord. It didn't matter if he'd picked them as companions, if they noticed more things than normal humans. They couldn't help him now.

And it was painful because Earth was lost and they had no way of getting to it, to know that they couldn't help him.

But then a phone rang.

"Phone!" the Doctor shouted, eyes wide. He leapt around the console, grabbing Martha's phone. "Martha, is that you?" then he paused, eyes even wider if that was possible. "It's a signal."

"Can we follow it?" Caroline asked.

The Doctor grabbed his stethoscope and grinned widely. "Oh, just watch me." There was a second where he listened, focusing, before he looked up. "Got it. Locking up." He began to pilot, and this time the TARDIS shuttered, various things sparking all around them, and they clung to the console, though very quickly they stumbled back from that, since part of it went up in flames. "We're traveling through time," the Doctor called over the noise. "One second in the future. The phone call's pulling us through." The TARDIS shook again. "Three, two, one!"

The three of them screamed as the TARDIS move around them, holding tight to any bit that wasn't on fire. Slowly, the TARDIS slowed, and the Doctor pulled up the monitor again, grinning in relief. Caroline almost laughed; there they were, all twenty-seven planets.

"Twenty-seven planets," Donna said in relief. "And there's the Earth. But why couldn't we see them?"

"The entire Medusa Cascade has been put a second out of sync with the rest of the universe," the Doctor said, hand running through his hair "Perfect hiding place. Tiny little pocket of time. But we found them." There was a high pitched sound and the screen blurred, making the Doctor frown. "Ooo, ooo, ooo, what's that? Hold on, hold on." He twisted a knob. "Some sort of Subwave Network."

A second later all of the images cleared up enough that they could see the three different images. Caroline recognized Martha from seeing her in person, but she didn't know who the other two were, though she did have a guess.

The Doctor had told her and Donna about most of his past companions after Martha, even shown them pictures of the ones they might encounter. One of the screens featured a woman Caroline was almost certain was Sarah Jane Smith, and the other had someone named Captain Jack Harkness.

"Where the hell have you been?" Jack glared at the Doctor, clearly annoyed that the man hadn't been present until now. "Doctor, it's the Daleks."

"Oh, he's a bit nice," a woman with Jack commented, frowning. "I thought he'd be older."

The other man frowned as well. "He's not that young."

"It's the Daleks," Sarah Jane Smith said again. "They're taking people to their spaceship."

"It's not just Dalek Caan," Martha added, and then she and Sarah Jane began to talk over themselves, both adding information about the current situation on Earth. Caroline and Donna couldn't quite follow it, but it looked like the Doctor did, given his growing smile, though she had a feeling that was more because he was seeing a group of his old companions all working together to protect the Earth.

"Sarah Jane," the Doctor cut in. "Who's that boy? That must be Torchwood. Oh, they're brilliant. Look at you all, you clever people!"

Donna pointed at the screen. "That's Martha." The woman laughed and waved. "And Captain Jack!"

The Doctor grimaced slightly, making Caroline laugh. "Don't. Just don't."

"It's like an outer space Facebook," Donna laughed.

"Everyone except Rose." The Doctor spoke quietly, just as the screen went white. "Oh."

"We've lost them."

He shook his head. "No, no, no, no, no. There's another signal coming through. There's someone else out there." He twisted the knob again. "Hello? Can you hear me? Rose?"

"Your voice is different, and yet its arrogance is unchanged." Caroline didn't recognize the voice, but instantly a shiver went down her spine, her stomach churning. A man, if Caroline could call him that, faded into sight on the screen. "Welcome to my new Empire, Doctor. It is only fitting that you should bear witness to the resurrection and the triumph of Davros, lord and creator of the Dalek race."

Caroline glanced at the Doctor, looking at the man just stare at the screen in shock. "Doctor…"

"Have you nothing to say?"

"Doctor, it's all right," Donna said, Caroline taking his hand. "We're…we're in the TARDIS. We're safe."

The Time Lord shook his head. "But you were destroyed. In the very first year of the Time War, at the Gates of Elysium. I saw your command ship fly into the jaws of the Nightmare Child. I tried to save you."

"But it took one stronger than you. Dalek Caan himself." The man, Davros, gestured to the side of him, where a sort of octopus mixed with Davros, something Caroline couldn't really describe, sat in the same type of shell as Davros. She felt sick, and not just because of how both aliens looked.

"I flew into the wind and fire," Dalek Caan said. "I danced and died a thousand times!"

"Emergency Temporal Shift took him back into the Time War itself," Davros explained.

The Doctor shook his head. "But that's impossible! The entire war is timelocked."

"And yet he succeeded. Oh, it cost him his mind, but imagine. A single, simple Dalek succeeded where Emperors and Time Lords have failed. A testament, don't you think, to my remarkable creations?"

"And you made a new race of Daleks." The Doctor's grip on her hand tightened.

"I gave myself to them, quite literally. Each one grown from a cell of my own body." He opened his tunic to reveal a rotten body, bare ribs and internal organs clearly visible. "New Daleks. True Daleks. I have my children, Doctor. What do you have, now?"

"After all this time…" the Doctor paused, clenching his teeth, "everything we saw, everything we lost, I have only one thing to say to you. Bye!" laughing, he pulled a lever and shut off the screen, sending them back down to Earth.

He didn't let go of Caroline's hand the entire time, not seeming to want to, not now.

They stepped out of the TARDIS together into an abandoned street, like everyone had just run for their lives, which Caroline didn't doubt. And it was quiet, so unnaturally quiet, like no humans were left on the Earth.

"Like a ghost town," Donna breathed.

"Sarah Jane said they were taking the people. What for?" he turned to Donna, not wanting to force Caroline to try and remember anything from yet another parallel world where she'd been in pain. "Think, Donna. When you met Rose in that parallel world, what did she say?"

"Just…the darkness is coming."

"Anything else?"

But Donna just looked over his shoulder at a point at the end of the street, nodding. "Why don't you ask her for yourself?"

The Doctor turned and, for the first time, Caroline actually saw Rose. True, they'd met in the parallel world, but Caroline hadn't really been paying attention to appearances then, she'd mainly been focusing on not going completely crazy. She was young, far younger than Caroline had expected. By the way the Doctor had spoken about her, Caroline had assumed she was older than her mid-twenties, which is what the girl appeared.

But, clearly, age didn't mean intelligence, if even one of the Doctor's stories of Rose were true. Though, his stories were probably a bit biased.

Though given the large gun Rose was holding, she must have been impressive.

The Doctor squeezed Caroline's hand one last time before stepping forward to run towards Rose. The two companions watched as the two neared each other, but suddenly Caroline was looking towards the side, watching one of the creatures she'd seen in the background of Davros's transmission slide into view.

But there wasn't anything she could do because then the Dalek was shouting "exterminate!" and the Doctor was turning, slowing his running instinctually, and then he was getting shot in the shoulder and falling to the ground.

Caroline and Donna ran forwards, hearing someone blast the Dalek to bits. Rose reached the Doctor first, grabbing him. "I've got you," she said as the two skid to a stop. "It missed you. Look, it's me, Doctor."

He smiled. "Rose."

Rose laughed. "Hi."

"Long time no see."

She nodded. "Yeah. Been busy, you know." The Doctor grew weaker in her arms and Caroline clung to Donna's arm. "Don't die. Oh, my God. Don't die! Oh my god, don't die!"

Jack ran up, grabbing the Doctor's shoulder. "Get him into the TARDIS, quick. Move." Caroline ran forwards, grabbing the Doctor with Rose, carrying him back towards the TARDIS as quickly as they could.

"What…what do we do?" Donna asked, Rose and Caroline laying the Doctor down on the grate. "There must be some medicine or something."

"Just step back," Jack said, coming around the console. "Rose, do as I say, and get back. He's dying and you know what happens next."

Caroline looked up at him, tears in her eyes. "What do you mean?"

"He can't."

Rose shook her head. "Oh, no. I came all this way."

"What do you mean?" Caroline didn't want to leave the Doctor, not now, not when he was dying, even though every part of her was telling her that he was an advanced alien race and that meant they had to have a way to cheat death, right? He was so brilliant and so wonderful that he couldn't just die here. "What happens next?"

The Doctor held up one of his hands, and Caroline stared at it in shock when it started to glow. "It's starting," he breathed, pain in his voice.

"Here we go," Jack said, running forward to grab Caroline and Rose, pulling them back. He hugged Rose to keep her from running, but Caroline stood a step in front of them all, watching the Doctor, feeling something so hot in her pocket it felt like it was burning her but she didn't look now, she didn't care now. "Good luck, Doctor."

"Will someone please tell us what is going on?" Donna asked.

"When he's dying," Rose said, voice shaking, as the Doctor pulled himself up on the console, "his er…his body, it repairs itself. It changes. But you can't!"

The Doctor looked up at the four of them. "I'm sorry, it's too late." He stepped away from the console. "I'm regenerating." And then he spread his arms wide, golden light streaming from his hands and head.

And the watch in Caroline's pocket felt like the sun.

 **A/N: Seems like something strange his happening with Caroline's watch.**

 **Quick note: there are only two chapters left of this story before the next part of the series starts. The next one will hopefully be posted the same day as the last chapter of this, so it shouldn't be hard to find. Just wanted to give a heads up.**


	23. Souls Revealed

**Souls Revealed**

It took all of Caroline's strength not to collapse because her leg felt like it was about to fall apart, but it was easier because she wasn't focusing on the pain, not really, she was focusing on the Doctor and the golden light streaming from him.

And how he was turning, redirecting the energy towards his spare hand, letting it all get absorbed and him fall back, shaking slightly, cracking his neck, and look up at them with a grin. "Now then. Where were we?" The four of them could just stare in shock. The Doctor bent down to the hand, which was glowing now. "There now." He blew on it and the glowing stopped, letting him stand again. "You see? Used the regeneration energy to heal myself, but soon as I was done, I didn't need to change. I didn't want to." He shrugged. "Why would I? Look at me. So, to stop the energy going all the way, I siphoned off the rest into a handy bio-matching receptacle, namely my hand." He pointed at it again. "My hand there. My handy spare hand." He looked at Rose. "Remember? Christmas Day, Sycorax. Lost my hand in a sword fight? That's my hand. What do you think?"

Rose stepped forward slowly, studying the Doctor carefully. "You're still you?"

He nodded. "I'm still me."

Rose hugged him tightly, and they stood like that for a few seconds, just hugging, before they stepped apart and the Doctor looked towards Caroline, who'd completely forgotten her leg. His look earned her a glare from Rose, though no one but Donna actually noticed it. "Caroline," the Doctor said, holding out a hand, and Caroline stepped forward and took it, stepping closer. "Are you all right?"

She touched the side of his face gently, just with her fingerprints. "I knew it…"

He frowned. "What?"

"You're a member of a highly advanced alien race that can live for centuries, and you have a time machine." She grinned. "I was almost certain you had a way to cheat death."

The Doctor laughed. "Brilliant Caroline." Then they hugged and Caroline didn't care about Rose's expression. The only thing that mattered was that the Doctor hadn't died.

They were forced to step apart when the power was suddenly cut in the TARDIS. Caroline stepped back to let the Doctor have full control of the TARDIS console. "They've got us," he said, flipping switches. "Power's gone. Some kind of chronon loop."

The TARDIS tilted to the side suddenly, throwing them all that direction, though the Doctor held onto the console. Jack pulled himself back up. "There's a massive Dalek ship at the center of the planets," he told all of them. "They're calling it the Crucible. Guess that's our destination."

"You said these planets were like an engine," Donna called. "But what for?"

"Rose," the Doctor turned to her, "you've been in a parallel world. That world's running ahead of this universe. You've seen the future. What was this?"

"It's the darkness."

Donna nodded. "The stars were going out."

"One by one. We looked up at the sky and they were just dying. Basically, we've been building this…er…this travel machine, this…this, er…dimension cannon, so I could," she paused. "Well, so I could…"

The Doctor frowned, raising an eyebrow. "What?"

"So I could come back!" The Doctor's expression changed, and even Caroline didn't quite understand it. "Shut up," Rose said, before continuing. "Anyway, suddenly, it started to work and the dimensions started to collapse. Not just in our world, not just in yours, but the whole of reality. Even the Void was dead. Something is destroying everything."

"In the parallel world," Caroline said, making Rose look at her, "you said something about Donna and the timelines." She'd been able to pay enough attention to hear that, but not enough that she fully understood it.

Rose looked, momentarily, like she'd forgotten Caroline had been in that world, that Rose had gone to find her, though for what reason Caroline didn't know. "The dimension cannon could measure timelines, and it's…it's weird, Donna," she turned to the woman, "but they all seemed to converge on you."

"But why me? I mean, what have I ever done? I'm a temp from Chiswick."

The scanner beeped and the Doctor glanced at it. "The Dalek Crucible. All aboard." He turned back to his companions as they heard a Dalek shouting outside. "We'll have to go out. Because if we don't, they'll get in."

Rose frowned. "You told me nothing could get through those doors."

Jack nodded. "You've got extrapolator shielding."

"Last time we fought the Daleks, they were scavengers and hybrids, and mad. But this is a fully-fledged Dalek Empire, at the height of its power. Experts at fighting TARDISes, they can do anything. Right now, that wooden door is just wood."

Jack turned to Rose. "What about your dimension jump?"

"It needs another twenty minutes." Rose straightened her back. "And anyway, I'm not leaving."

"What about your teleport?" the Doctor asked Jack.

"Went down with the power loss."

The Doctor nodded. "Right then. All of us together. Yeah." He looked towards Donna, who was staring at something, but when they followed her gaze there was nothing there. "Donna? Donna?"

She turned back to them, blinking. "Yeah."

"I'm sorry. There's nothing else we can do."

Donna nodded. "No, I know."

The Doctor turned to face the door, all of his companions, minus Donna, walking forward to stand beside him. "Daleks," Rose said quietly, laughing shakily.

"Oh, God."

The Doctor took a deep breath, turning back around to look at all of them. "It's been good, though, hasn't it? All of us. All of it. Everything we did." He looked at Donna. "You were brilliant." And Caroline. "And you were brilliant." And Jack. "And you were brilliant." And, finally, Rose. "And you were brilliant. Blimey." With a final breath, he turned back to the door and opened it, leading the way out of the TARDIS.

"Daleks reign supreme!" a Dalek called once they spotted the Doctor. "All hail the Daleks!"

"Daleks reign supreme," the other Daleks caught up the chant. "All hail the Daleks! Daleks reign supreme. All hail the Daleks!"

The Doctor looked up at the ship and all the Daleks above them. "Behold, Doctor," the first Dalek said. "Behold the might of the true Dalek race."

He turned back around to look at the TARDIS and frowned, seeing Donna still inside. "Donna! You're no safer in there." But just as he spoke, just as Donna looked up at him, the doors to the TARDIS slammed shut. Immediately, he ran back to it. "What?"

"Doctor?" the companions could just hear Donna's voice coming from inside the TARDIS. "What have you done?"

"It wasn't me. I didn't do anything!"

"Oi! Oi, I'm not staying behind!"

The Doctor turned back to face the Dalek, glaring. "What did you do?"

"This is not of Dalek origin."

"Doctor!"

"Stop it! She's my friend. Now open the door and let her out!"

The Dalek didn't care. "This is Time Lord treachery."

The Doctor frowned. "Me? The door just closed on its own."

"Nevertheless, the TARDIS is a weapon and it will be destroyed." Below the TARDIS, a hole opened up and it fell through.

"What are you doing? Bring it back! What have you done? Where's it going?"

"The Crucible has a heart of Z-neutrino energy. The TARDIS will be deposited into the core."

The Doctor shook his head. "You can't. You've taken the defenses down. It'll be torn apart!"

Rose stepped forward. "But Donna's still in there!"

"Let her go!"

The Dalek didn't care. "The female and the TARDIS will perish together. Observe. The last child of Gallifrey is powerless." A holographic screen appeared before them, showing an image of the TARDIS bobbing in the core, Donna trapped inside.

The Doctor stared at the image in horror. "Please. I'm begging you. I'll do anything! Put me in her place. You can do anything to me, I don't care, just get her out of there!"

"You are connected to the TARDIS. Now feel it die."

"Total TARDIS destruction in ten rels," another Dalek said. Caroline stepped forward, taking the Doctor's hand. "Nine, eight, seven, six, five, four, three, two, one."

And the TARDIS was gone. "The TARDIS has been destroyed. Now tell me, Doctor. What do you feel? Anger? Sorrow? Despair?"

The Doctor nodded, his jaw clenched, and he tightened his grip on Caroline's hand. "Yeah."

"Then if emotions are so important, surely we have enhanced you?"

"Yeah?" Jack called. "Feel this!" he pulled out a small revolver and shot the Dalek, though the blast just bounced off the shell.

"Exterminate!" the Doctor didn't flinch when the Dalek fired on Jack, making the human scream in pain.

Immediately Rose ran towards Jack's limp body, grabbing him. The Doctor held Caroline tightly, quietly whispering, so quiet that the Daleks wouldn't be able to hear, that he would be fine, he promised that Jack would be fine. Once she nodded he stepped away to take Rose's shoulders, needing to guide her away. "Rose, come here. Leave him."

"They killed him."

The Doctor nodded. "I know. I'm sorry."

"Escort them to the Vault," the Dalek said.

"There's nothing we can do." The Doctor brought Rose beside Caroline, all of them turning to be escorted by a group of Daleks out of the room. He touched Caroline's back as he neared her, glancing over his shoulder back at Jack, and Caroline had to fight doing the same.

"They are the playthings of Davros now."

|C-S|

The Daleks escorted them deep within the ship until they reached a dark room. The Doctor barely removed his hand from Caroline's back and the woman knew that Rose kept looking at them in slight confusion. They hadn't really had a chance to talk in the parallel world, since soon after Rose managed to find her Donna decided she was ready. She had no idea how much the woman knew about her.

Caroline knew that, once, the Doctor and Rose had had a relationship. He, and Martha, had made that quite clear, even if he hadn't intended it. But Rose had been lost to a parallel world and the Doctor had been certain he would never see her again. He had mourned her, he had suffered, but he had healed.

And now Rose was back and they had barely spoken. There was no clue about what their relationship would be like now, not that they really had the chance to develop anything, fighting the Daleks and all.

But Caroline didn't know what Rose felt now. She didn't know what Rose wanted, or what Rose expected. Because it had been years since she had seen the Doctor, they were both different.

She was almost certain, though, that Rose still felt a claim over the Doctor. She could see it in the woman's expression, that possessiveness over the Doctor. Caroline knew it, she recognized it. She felt it, especially with Rose there.

She'd never actually felt it before. But now, facing down Rose, facing down all of this danger, she couldn't help but feel glad that the Doctor was gravitating towards her.

But she'd never admit it.

Once they reached the Vault, the Daleks separated the three of them. They stood in silence for a moment, looking towards Davros, before he spoke. "Activate the holding cells." Bright spotlights turned on above each of them. "Excellent." Davros wheeled forwards. "Even when powerless, a Time Lord is best contained."

"Still scared of me, then?" the Doctor reached out and touched the edge of the light, exactly what Caroline had been about to do, to reveal the invisible wall.

"It is time we talked, Doctor. After so very long."

"No, no, no, no, no," the Doctor shook his head. "We're not doing the nostalgia tour. I want to know what's happening right here, right now, because the Supreme Dalek said Vault, yeah? As in dungeon, cellar, prison." His eyes widened. "You're not in charge of the Daleks, are you? They've got you locked away down here in the basement like, what, a servant? Slave? Court jester?"

"We have…an arrangement."

"No, no, no, no, no," the Doctor laughed. "No, I've got the word. You're the Dalek's pet!" Caroline eyed the Doctor, wondering if Rose was doing the same behind her, because the Doctor was baiting Davros. The Doctor was angry, he was getting dangerous.

"So very full of fire, is he not?" Davros asked, rolling closer to Rose. "And to think you crossed entire universes, striding parallel to parallel to find him again."

"Leave her alone," the Doctor called.

"She is mine to do as I please." Davros turned to look at Caroline. "And you, so quiet, the one he turns to when he suffers, a mystery of the universe."

Before Davros could continue, the Doctor called again, "leave her alone!"

Davros chuckled and Caroline straightened her back. "Why are we still alive?"

"You must be here. It was foretold. Even the Supreme Dalek would not dare to contradict the prophecies of Dalek Caan." Davros pressed a button on his machine, lighting up where Dalek Caan was sitting, looking much the same as when they had seen in on the broadcast.

"So cold and dark. Fire is coming. The endless flames."

"What is that thing?" Rose asked.

"You've met before." The Doctor turned back to look at her. "The last of the Cult of Skaro. But it flew into the Time War, unprotected."

"Caan did more than that. He saw time. Its infinite complexity and majesty, raging through his mind. And he saw you." Davros looked between the three of them. "All three of you."

"This I have foreseen, in the wild and the wind. The Doctor will be here as witness, at the end of everything. The Doctor and his precious Children of Time. And one of them will die." Dalek Caan ended with a laugh, gleeful and horrible.

"Was it you, Caan? Did you kill Donna? Why did the TARDIS door close? Tell me!"

Davros laughed at him. "Oh, that's it. The anger, the fire, the rage of a Time Lord who butchered millions. There he is." The Doctor clenched his fists. "Why so shy? Show your companions. Show them your true self. Dalek Caan has promised me that too."

"I have seen! At the time of ending, the Doctor's soul will be revealed."

The Doctor frowned. "What does that mean?"

"We will discover it together. Our final journey. Because the ending approaches. The testing begins." Davros turned to roll away.

"Testing of what?"

"The Reality bomb."

"Testing calibration of Reality Bomb," a Dalek announced, the prisoners in the Vault hearing it being projected throughout the ship. "Firing in ten rels, nine, eight, seven…"

"Behold," Davros said, pressed a button on his control panel, activating another holographic screen that showed people, humans, in a testing chamber, "the apotheosis of my genius."

"Two, one, zero. Activate planetary alignment field."

The Doctor's eyes widened as he watched the screen. "That's Z-neutrino energy, flattened by the alignment of the planets into a single string. No, Davros." He tried to step forward, stopped by the cell walls. "Davros, you can't! You can't! No!"

As they watched, all of the people in the cell were vaporized, turning into light that faded into the air.

"Doctor," Caroline asked, staring at the empty screen, "what happened?"

The Doctor couldn't answer. But Davros could. "Electrical energy, Miss Attwater. Every atom in existence is bound by an electrical field. The Reality bomb cancels it out. Structure falls apart. That test was focused on the prisoners alone. Full transmission will dissolve every form of matter."

"The stars are going out," Rose said quietly.

"The twenty-seven planets, they become one vast transmitter…blasting that wavelength."

Davros nodded. "Across the entire universe. Never stopping, never faltering, never fading. People and planets and stars will become dust, and the dust will become atoms, and the atoms will become nothing. And the wavelength will continue, breaking through the Rift at the heart of the Medusa Cascade into every dimension, ever parallel, every single corner of creation! This is my ultimate victory, Doctor! The destruction of reality itself!"

Behind him, another holographic screen appeared; it was Martha. "This message is for the Dalek Crucible. Repeat: can you hear me?"

The Doctor looked towards Davros. "Put me through."

"It begins as Dalek Caan foretold."

Dalek Caan laughed. "The Children of Time will gather, and one of them will die."

"Stop saying that! Put me through!"

"Doctor!" Martha called. "I'm sorry, I had to."

Davros rolled forward. "Oh, but the Doctor is powerless. My prisoner. State your intent."

"I've got the Osterhagen Key." Martha held up a square. "Leave this planet and its people alone or I'll use it."

The Doctor frowned. "Osterhagen what? What's an Osterhagen Key?"

"There's a chain of twenty-five nuclear warheads placed in strategic points beneath the Earth's crust. If I could use the key, they detonate and the Earth gets ripped apart."

His eyes widened, and Caroline was horrified. "What? Who invented that?" he shrugged. "Well, someone called Osterhagen, I suppose. Martha, are you insane?"

Martha swallowed. "The Osterhagen Key is to be used if the suffering of the human race is so great, so without hope, that this becomes the final option."

He shook his head. "That's never an option."

"Don't argue with me, Doctor! Because it's more than that. Now, I reckon the Daleks need these twenty-seven planets for something. But what if it becomes twenty-six? What happens then? Daleks? Would you risk it?"

Rose raised her eyebrows, nodding in surprise. "She's good."

Martha frowned, noticing Caroline and Rose there for the first time. "Who's that?"

"My name's Rose. Rose Tyler."

Martha's eyes widened and her mouth fell open. "Oh, my God. He found you."

A second screen appeared, sliding Martha to the side, with Jack, Sarah Jane, a woman who vaguely looked like an older Rose, most likely her mother, and Mickey. Jack was in the center of the frame, holding up a necklace connected to a series of wires. "Captain Jack Harkness, calling all Dalek boys and girls. Are you receiving me? Don't send in your goons, or I'll set this thing off."

Rose stepped forward, looking at Jack. "He's still alive. Oh, my God. That…that's my mum."

The Doctor nodded. "And Mickey. Captain, what are you doing?"

"I've got a Warp Star wired into the mainframe. I break this shell, the entire Crucible goes up."

"You can't!" the Doctor paused. "Where did you get a Warp Star?"

Sarah Jane stepped forward. "From me. We had no choice. We saw what happened to the prisoners."

Davros stared at Sarah Jane in shock. "Impossible. That face. After all these years."

"Davros." Sarah Jane nodded. "It's been quite a while. Sarah Jane Smith. Remember?"

"Oh, this is meant to be. The circle of Time is closing. You were there on Skaro at the very beginning of my creation."

"And I've learnt how to fight since then. You let the Doctor go, or this Warp Star, it gets opened."

Jack nodded. "I'll do it. Don't imagine I wouldn't."

Rose nodded, impressed. "Now that's what I call a ransom."

Caroline, however, turned and looked at the Doctor. He was shaking, practically vibrating, and she wanted nothing more than to take his hand because he was flexing his fist. "Doctor?"

He looked at her and Caroline had never seen so much guilt in the man's eyes.

"And the prophecy unfolds," Davros said, watching the Doctor with a grin.

"The Doctor's soul is revealed. See him! See the heart of him!"

"The man who abhors violence, never carrying a gun. But this is the truth, Doctor. You take ordinary people and you fashion them into weapons. Behold your Children of Time, transformed into murderers. I made the Daleks, Doctor. You made this."

"They're trying to help."

"Already I have seen them sacrifice today, for their beloved Doctor. The Earth woman who fell opening the Subwave Network."

The Doctor pulled his gaze from Caroline to look at Davros. "Who was that?"

"Harriet Jones," Rose said. "She gave her life to get you here."

"How many more? Just think. How many have died in your name? The Doctor. The man who keeps running, never looking back because he dare not, out of shame." Davros lifted his chin. "This is my final victory, Doctor. I have shown you yourself."

Martha didn't wait long before speaking again. "It's the Crucible or the Earth."

But before either group could do anything, all five of them vanished in a blue light, reappearing in the vault. Martha stumbled, but Jack grabbed her. "I've got you. It's all right."

The Doctor reached for them. "Don't move, all of you. Stay still."

"Guard them!" Davros rolled forward. "On your knees, all of you. Surrender!"

The group looked to the Doctor. "Do as he says." They very clearly didn't want to, but they did, slowly, with grimaces.

"The final prophecy is in place. The Doctor and his children, all gathered as witnesses." Davros rolled to the screen. "Supreme Dalek, the time has come. Now…detonate the Reality bomb!"

"Activate planetary alignment field," the Dalek said. "Universal Reality detonation in two hundred rels."

"You can't, Davros! Just listen to me! Just stop!"

Davros laughed maniacally. "Nothing can stop the detonation! Nothing and no one!"

He was interrupted by the very familiar sound of the TARDIS materializing, and everyone in the room turned to stare in shock.

"But that's…" the Doctor breathed.

"Impossible."

The TARDIS materialized fully, a bright light shining through the windows, and…the Doctor stepped out. But it wasn't the Doctor because the Doctor was right beside Caroline, the Doctor didn't know what was going on. And this man was holding a weapon.

He ran forwards, the Doctor reaching out to stop him, but not before Davros shot him, making him convulse and drop the gun.

"Activate holding cell." A cell appeared around the second Doctor, trapping him as well.

"Doctor!" Donna shouted, running out of the TARDIS, grabbing the device. "I've got it. But I don't know what to do!"

And then Davros shot Donna, sending her flying backward, the gun going in the other direction. "Donna! Donna! Are you all right, Donna?" the Doctor called, but the woman didn't answer.

"Destroy the weapon." A Dalek shot the device, frying it completely. "I was wrong about your warriors, Doctor. They are pathetic."

Rose looked between the two men. "How comes there are two of you?"

"Human biological metacrisis. Never mind that. Now we've got no way of stopping the Reality Bomb."

"Stand witness, Time Lord. Stand witness, humans." Davros activated the hologram screen again, this time showing the twenty-seven stolen planets. "Your strategies have failed, your weapons are useless, and…oh, the end of the universe has come!"

"Nine, eight, seven, six, five, four, three, two, one."

But nothing happened. The screen flickered off and an alarm sounded, making everyone look around.

"Mmm, closing all Z-neutrino relay loops using an internalized synchronous back-feed reversal loop." It was Donna. Donna Noble, the one and only. "That button there."

"Donna," the Doctor said, eyes wide, "you can't even change a plug!"

She grinned. "Do you want to bet, Time Boy?"

"You'll suffer for this," Davros said, pointing towards her, but Donna just flicked another lever and sent the electrical shock back down his arm.

"Oh, bio-electric dampening field with a retrograde field arc inversion."

"Exterminate her!"

"Exterminate." Daleks began to roll forwards, and Donna began to work much quicker. Caroline could just stare at her in shock. "Exterminate. Exterminate." And, again, nothing happened. "Weapons non-functional."

"Phwor. Macrotransmission of a K-filter wavelength blocking Dalek weaponry in a self-replicating energy blindfold matrix."

The Doctor shook his head. "How did you work that out? You're…"

"Time Lord," the second Doctor said with a grin. "Part Time Lord."

"Part human. Oh, yes. That was a two-way biological metacrisis. Half Doctor, half Donna."

Caroline nodded. "The Doctor-Donna. The Ood said it, didn't they? They say it coming."

Donna messed with a few more things. "Holding cells deactivated. And seal the Vault." No one moved. "Well, don't just stand there, you skinny boys in suits. Get to work!"

That snapped the two Doctors into motion and they ran to join Donna at the control panel. "Stop them!" Davros called. "Get them away from the controls."

Donna just smirked. "And…spin." All of the Daleks began to spin in circles, making all of the companions laugh. "And the other way!"

The second Doctor looked to Donna. "What did you do?"

"Trip switch circuit-breaker in the psychokinetic threshold manipulator."

"But that's brilliant!"

The Doctor frowned. "Why did we never think of that?"

"Because you two were just Time Lords, you dumbos, lacking that little bit of human. That gut instinct that comes hand in hand with Planet Earth. I can think of ideas you two couldn't dream of in a million years. Ah, the universe has been waiting for me. Now, let's send that trip switch all over the ship. Did I ever tell you, best temp in Chiswick? Hundred words per minute." Donna got to typing and the two Doctors got to helping in any way they could. Jack ran back into the TARDIS as Donna continued. "Come on then, boys. We've got twenty-seven planets to send home. Activate magnetron."

"Stop this at once!" Davros ordered, but Jack just ran back out of the TARDIS, guns in hand.

"Mickey!" he handed one to the man.

"You will desist!"

Mickey pointed his weapon directly at Davros. "Just stay where you are, mister."

 **A/N: A bit of a hint at Rose's feelings of Caroline here. It's sad we're almost at the end of this story, but I'm looking forward to the next one. Quite a lot happens in...Awake My Soul.**

 **Look forward to that, and the final chapter of this, next week :)**


	24. New Hopes

**New Hopes**

The other companions worked to shove the Daleks, sending them spinning down other corridors, laughing.

"Ready?" Donna asked, glancing at the two men. "And reverse." They pulled on the controls, sending the planets back to where they belonged.

"Of you go, Clom!"

"Back home, Adipose Three."

"Shallacatop, Pyrovillia, and the Lost Moon of Poosh. Sorted. Ha!"

"Ha!" the second Doctor joined in.

"We need more power!"

Rose stepped forward at the front of the group of companions, though Caroline wasn't far behind. "Is anyone going to tell us what's going on?"

"He poured all his regeneration energy into his spare hand," Donna explained, each man giving a little wave when she mentioned them. "I touched the hand, and he grew out of that but that fed back into me. But…it just stayed dormant in my head till the synapses got that little extra spark, kicking them into life. Thank you, Davros! Part human, part Time Lord. And I got the best bit of the Doctor. I got his mind."

Sarah Jane looked between the three of them. "So there's three of you?"

"Three Doctors?"

Jack shook his head. "I can't tell you what I'm thinking right now."

"You're so unique the timelines were converging on you," the Doctor said. "Human being with a Time Lord brain."

"But you promised me, Dalek Caan," Davros said, and they'd almost forgotten he was still in the room. "Why did you not foresee this?"

Dalek Caan giggled and the Doctor glanced at him. "Oh, I think he did. Something's been manipulating the timelines for ages, getting Donna Noble to the right place at the right time."

"This would always have happened. I only helped, Doctor."

Davros was horrified. "You betrayed the Daleks."

"I saw the Daleks. What we have done, throughout time and space, I saw the truth of us, Creator, and I decreed, 'no more'!"

"Heads up!" Jack called, everyone looking up as the red Dalek from before descended into the room.

"Davros, you have betrayed us."

Davros shook his head frantically. "It was Dalek Caan."

"The Vault will be purged. You will be exterminated." The Dalek fired at the control panel, making it spark.

"Like I was saying, feel this!" This time, when Jack fired at the Dalek, it actually exploded.

"Oh, we've lost the magnetron," the Doctor said, fanning it. "And there's only one planet left." He sighed. "Oh, guess which one. But we can use the TARDIS." He turned and ran into it.

The second Doctor nodded. "Holding Earth stability. Maintaining atmospheric shell."

"The prophecy must complete," Dalek Caan said.

"Don't listen to him."

"I have seen the end of everything Dalek, and you must make it happen, Doctor."

The second Doctor looked up from his work. "He's right. Because with or without a Reality bomb, this Dalek Empire's big enough to slaughter the cosmos. They've got to be stopped."

Donna shook her head. "Just…just wait for the Doctor."

But the man turned to her, a gleam in his eyes. "I am the Doctor." He turned back to the controls. "Maximizing Dalekanium power feeds. Blasting them back!"

The Doctor ran back out of the TARDIS at the sound of explosions. "What have you done?"

"Fulfilling the prophecy."

"Do you know what you've done? Now get in the TARDIS!" the second Doctor ran in. "Everyone! All of you, inside! Run! In! In! In! In!"

The second Doctor was waiting just inside the door. "Sarah Jane! Rose! Jackie! Jack! Mickey! Caroline!"

But Caroline paused by the door, looking back at the Doctor as he stared at Davros, stared at the man who created his worst enemies, the worst creatures in the universe. And she watched as he reached a hand out for him. "Davros? Come with me. I promise I can save you."

Davros only shook his head. "Never forget, Doctor, you did this. I name you! Forever, you are the Destroyer of the Worlds!" the flames around Davros, already large, grew to encompass him, killing him with a scream.

"One will still die," Dalek Caan shouted at the Doctor's back as he ran back into the TARDIS, Caroline following him back up to the console.

All of the companions took their places around the console, Caroline standing next to the Doctor and Rose. "And off we go," the Doctor said, the three versions of himself, for lack of a better term, setting them all into motion.

"But what about the Earth?" Sarah Jane asked. "It's stuck in the wrong part of space."

"I'm on it." The Doctor typed in a few things. "Torchwood Hub, this is the Doctor. Are you receiving me?"

The image faded into sight, revealing the two people Jack had been with earlier. "Loud and clear. Is Jack there?"

"Can't get rid of him." The Doctor frowned slightly. "Jack, what's her name?"

"Gwen Cooper."

"Tell me, Gwen Cooper, are you from an old Cardiff family?"

Gwen frowned. "Yes, all the way back to the 1800s."

The Doctor nodded. "Ah, thought so." He looked up at Rose, presuming that the woman had seen Gwen's face. "Spatial genetic multiplicity."

Rose nodded. "Oh, yeah."

"Yeah, it's a funny old world." He looked back at Gwen. "Now, Torchwood, I want you to open up that Rift Manipulator. Send all the power to me."

The man nodded, turning to the computer. "Doing it now, sir."

"What's that for?" Donna asked.

"It's a tow rope," the Doctor said, turning to Sarah Jane. "Sarah, what was your son's name?"

"Luke, he's called Luke. And the computer's called Mr. Smith."

"Calling Luke and Mr. Smith." The Doctor turned back to the screen, the image of Torchwood shifting to that of the boy from before. "This is the Doctor. Come on Luke, shake a leg!"

"Is Mum there?"

The Doctor grinned. "Oh, she's fine and dandy."

"Yes! Yes!" Sarah Jane called, relieved.

"Now, Mr. Smith, I want you to harness the Rift power and loop it around the TARDIS. You got that?"

"I regret I will need remote access to TARDIS base code numerals."

The Doctor frowned, running a hand through his hair. "Oh, blimey, that's going to take a while."

"No, no, no," Sarah Jane ran around so that she was on the monitor. "Let me. K9, out you come!"

A small robotic dog appeared beside the boy. "Affirmative, Mistress."

The Doctor laughed. "Oh! Oh ho! Oh, good dog! K9, give Mr. Smith the base code."

"Master," K9 said, nodding slightly. "TARDIS base code now being transferred. The process is simple."

The Doctor looked up at all of them. "Now then, you lot." He guided Sarah Jane to where she'd previously been standing. "Sarah, hold that down. Mickey, you hold that. Because you know why this TARDIS is always rattling about the place? Rose? That, there. It's designed to have six pilots, and I have to do it single handed. Martha, keep that level. But not anymore. Jack, there you go. Caroline, steady that." The Doctor stepped back, his half Donna clone doing the same. "Now we can fly this thing…" he turned to see Jackie still standing there. "No, Jackie. No, no. Not you. Don't touch anything. Just stand back." He guided her a bit away before turning back to the companions. "…like it's meant to be flown! We've got the Torchwood "Rift looped around the TARDIS by Mr. Smith, and we're going to fly Planet Earth back home. Right then." He moved to his place at the console. "Off we go!"

He pulled the final lever and they were off, dragging the Earth along with them. For once, the first time in Caroline's time in the TARDIS, in any of their times in the TARDIS, it was actually flying smoothly.

Donna and the second Doctor supervised, the Doctor just leaping around the console, pulling various things and telling others what to do.

And, finally, the scanner dinged and the Earth was back where it was meant to be.

All of the companions, and Time Lord-human hybrids, cheered and ran forwards for a series of hugs.

That is, all of the companions except for Caroline. She hugged Donna, of course, the woman going almost immediately to her, but then there were just so many people and sound and she just stepped back, leaning against the railing, watching them with a relieved smile.

However, she didn't get that long of a time apart from everyone else, as the Doctor came over and gave her a large hug himself, holding her for longer then he'd even held Rose, thankful that they were all safe and alive.

Neither of them saw Rose's expression.

|C-S|

They brought the TARDIS near to Sarah Jane's house, dropping her off first since she had a son to look after. All of the other companions stepped out for a moment just to see Earth back where it was meant to be.

There was more hugging, a bit more cheering, as the Doctor said goodbye to Sarah Jane.

Donna went back into the TARDIS to take a call, a few of the other companions walking back inside as well, but Caroline stayed outside in the bright light, finally taking a moment to touch the point on her leg where the heat had been coming from.

She winced from the pain, thankfully when the Doctor was talking to Jack and Martha so he didn't see it. But she didn't have time now to look at the wound since Mickey was stepping out of the TARDIS and she knew they'd be leaving soon. So she just walked back inside, hiding the pain.

Rose looked towards her the moment she entered. "Hello," Rose said, and the hatred was obvious in her voice.

Caroline swallowed hard. "Hello, Rose."

"You're the new me, then."

Caroline glanced at Donna, who was watching them from a distance with a frown. "No, I wouldn't say-"

"You love him, don't you?" She froze, and Rose nodded, satisfied. "You do, I know it." Caroline didn't know what to say. Her mouth opened but no words came out, like she was back in the Library and just couldn't speak. "You can't have him, you know that, right? I'm back now." Rose frowned. "You're so…quiet. How does he tolerate you?"

Thankfully, Rose didn't get to say anymore, because by that point the Doctor had stepped back inside the TARDIS and the blonde didn't want to risk him overhearing. But Donna already had, Donna had already seen Caroline's face fall, the human looking between Rose and Donna and the second Doctor and the Doctor himself and making the connections she was famous for.

"Just time of one last trip," the Doctor said, walking up to the console. "Dårlig Ulv Stranden. Better known as Bad Wolf Bay."

The journey was a bit more violent, especially because there was no longer the right amount of pilots, but having the three part Doctors helped.

Jackie and the second Doctor were the first ones out the door when they landed, followed by Rose. The other trio stayed closer to the TARDIS, Caroline not even stepping outside.

Jackie frowned when she saw where they were. "Oh, fat lot of good this is. Back of beyond. Bloody Norway? I'm going to have to phone your father. He's on the nursery run. I was pregnant, do you remember?" she turned to the Doctor's. "Had a baby boy."

"Oh, brilliant." The second Doctor grinned. "What did you call him?"

"Doctor."

His eyes widened. "Really?"

"No, you plum. He's called Tony."

Rose turned in a small circle, staring at the beach they'd landed on. "Hold on, this is the parallel universe, right?"

The Doctor nodded. "You're back home."

"And the walls of the world are closing again, now that the Reality Bomb never happened." Donna sounded tenser then she had earlier, though only Rose and Caroline seemed to notice. "It's dimensional retroclosure. See, I really get that stuff now."

Rose shook her head. "No, but I spent all that time trying to find you. I'm not going back now."

The Doctor sighed. "But you've got to. Because we saved the universe, but at a cost. And the cost is him." He nodded towards the second Doctor. "He destroyed the Daleks. He committed genocide. He's too dangerous to be left on his own."

The second Doctor frowned. "You made me."

"Exactly," he nodded. "You were born in battle, full of blood and anger and revenge." He glanced at Rose. "Remind you of someone? That's me, when we first met. And you made me better. Now you can do the same for him."

There were tears in Rose's eyes. "But he's not you."

"He needs you. That was very me."

"But it's better than that, though," Donna said, stepping forward, almost sounding like she was scolding Rose. "Don't you see what he's trying to give you. Tell her. Go on."

The second Doctor turned to Rose. "I look like him, I think like him, same memories, same thoughts, same everything. Except…I've only got one heart."

"Which means?"

"I'm part human. Specifically, the aging part. I'll grow old and never regenerate. I've only got one life…Rose Tyler. I could spend it with you. If you want."

Rose's eyes widened. "You'll grow…grow old…at the same time as me?"

The man nodded. "Together." Rose stepped forward and touched his chest, feeling his single heart.

The TARDIS made a sound behind them and Caroline glanced back into it.

"We've got to go," the Doctor said. "This reality is sealing itself off forever."

Rose shook her head, walking forward. "But, it's still not right, because the Doctor's still you."

"And I'm him."

Rose looked between the two men. "All right. Both of you, answer me this. When I last stood on this beach, on the worst day of my life, what was the last thing you said to me?"

The Doctor gave a sad smile. "I said, 'Rose Tyler.'"

The woman nodded. "Yeah, and how was that sentence going to end?"

"Does it need saying?"

Rose swallowed and turned to the second Doctor. "And you, Doctor? What was the end of that sentence?"

The man wasted no time in leaning down to whisper the phrase into Rose's ear. Almost instantly, Rose grabbed him by his suit and began kissing him, passionately.

The Doctor and Donna took that moment to walk back towards the TARDIS, the Doctor taking Caroline's hand as he passed her, needing her now, especially after what he was about to do, though Caroline didn't quite know that, not yet.

The two part Time Lords piloted the TARDIS together, sending them into the time vortex, leaving Caroline sitting on the chair, watching them. She could see the Doctor's expression better now, see him watching Donna with a frown.

Donna was part Time Lord now. She had a Time Lord's brain shoved inside her human one.

If there was anything Caroline knew, it was that having a brain too large for your head shoved inside was not a nice experience. It was a dangerous thing, a painful thing. An impossible thing.

"I thought we could try the planet Felspoon," Donna said, shrugging. "Just because. What a good name, Felspoon." She glanced at Caroline. "Apparently, it's got mountains that sway in the breeze. Mountains that move. Can you imagine?"

"And how do you know that?" the Doctor asked, pausing.

"Because it's in your head. And if it's in your head, it's in mine."

"And how does that feel?"

Donna grinned. "Brilliant! Fantastic! Molto bene! Great big universe, packed into my brain." She pressed a few things on the console. "You know you could fix that chameleon circuit if you just tried hotbinding the fragment links and superseding the binary binary binary binary binary binary binary binary binary binary binary binary binary binary," as Donna spoke she got faster and faster until she couldn't breathe anymore, and she paused. "I'm fine." After a second, she turned back to the console. "Never mind Felspoon. You know who I'd like to meet? Charlie Chaplin. I bet he's great, Charlie Chaplin. Shall we do that, Caroline? Shall we go and see Charlie Chaplin? Shall we? Charlie Chaplin? Charlie Chester. Charlie Brown. No, he's fiction. Friction, fiction, fixing, mixing, Rickston, Brixton." That time, Donna had to hold onto the console when she was done, clutching her head and breathing hard. "Oh, my God."

The Doctor stepped forward slowly, looking at Donna like his hearts were breaking, and Caroline was almost certain they were. "Do you know what's happening?"

Donna nodded. "Yeah."

"There's never been a human Time Lord metacrisis before now. And you know why."

Donna's voice was shaking, and Caroline couldn't look. She couldn't watch this because she knew the Doctor had to do something, something horrible, something that was tearing him apart. "Because there can't be. I want to stay."

The Doctor grabbed Donna's arms, holding her up. "Look at me. Donna, look at me."

Donna was crying now. "I was going to be with you forever."

"I know."

"The rest of my life, traveling in the TARDIS. The Doctor-Donna, Caroline," she managed to give the woman a look. "No. Oh my God, I can't go back. Don't make me go back. Doctor, please, please don't make me go back."

He shook his head. "Donna. Oh, Donna Noble. I am so sorry. But we had the best of times."

"No."

"The best." He sighed, near tears himself. "Goodbye."

Donna shook her head frantically, shaking. "No, no, no. Please. Please. No. No." The Doctor placed his hands on either side of her head, closing his eyes. "No!"

Caroline looked up when Donna collapsed. The Doctor knelt with her, guiding her to the ground once he was finished. He was crying, and so was she. Slowly, she stood and made her way to kneel next to him, touching his shoulder.

"She needs to go home," she said quietly, waiting a few seconds for the Doctor to calm. He nodded, standing to pilot the TARDIS, leaving Caroline to take his place beside Donna.

And then, together, they carried her out of the TARDIS, knocking on the door to her home. The Doctor looked up when Wilf opened the door. "Help me."

|C-S|

They left Donna on her bed upstairs before everyone returned to the sitting room for the Doctor to explain what had happened. Once he'd finally let go of Donna he'd taken Caroline's hand, and now he hadn't let go of that. She didn't mind, she needed it too, because Donna was one of her closest friends and now she was gone.

"She took my mind into her own head," the Doctor explained. "But that's a Time Lord consciousness. All that knowledge, it was killing her."

"But she'll be better now?"

The Doctor gripped her hand. "I had to wipe her mind completely. Every trace of me, or the TARDIS, or Caroline, anything we did together, anywhere we went, had to go."

Wilf shook his head. "All those wonderful things she did."

"I know. But that version of Donna is dead. Because if she remembers, just for a second, she'll burn up. You can never tell her. You can't mention me or any of it for the rest of her life."

Sylvia frowned. "But the whole world's talking about it. We traveled across space."

The Doctor smiled. "It'll just be a story. One of those Donna Noble stories, where she missed it all again."

"But she was better with you."

His smile fell. "Don't say that."

"No, she was."

The Doctor swallowed hard. "I just want you to know there are worlds out there, safe in the sky because of her. That there are people living in the light, and singing songs of Donna Noble, a thousand million light years away. They will never forget her, while she can never remember. And for one moment, one shining moment, she was the most important woman in the whole wide universe."

Sylvia shook her head. "She still is. She's my daughter."

Caroline frowned. "Then maybe you should tell her yourself."

"I was asleep on my bed in my clothes, like a flipping kid!" everyone in the room tensed at the sound of Donna's voice from the corridor. "What did you let me do that for?" she stood in the doorway, glancing at the Doctor and Caroline, but very clearly not really seeing them. "Don't mind me. Donna." She pulled out her phone.

"John Smith," the Doctor said, his voice tense.

"Caroline Attwater."

Sylvia looked at them in worry. "Mr. Smith and Miss Attwater were just leaving." The pair stood.

Donna shook her head. "My phone's gone mad. Thirty-two texts. Veena's gone barmy. She's saying planets in the sky. What have I missed now?" she glanced at the pair again, but just in passing, just a basic formality. "Nice to meet you." She left the room.

"As I said," Sylvia said, "I think you should go."

They nodded and left the home, Wilf following them out onto the street. It was still raining, and the Doctor looked up. "Ah. You'll have quite a bit of this. Atmospheric disturbance. Still, it'll pass. Everything does." He turned them back around to look at Wilf. "Bye then, Wilfred."

"I'll watch out for you, sir."

"You can't ever tell her."

Wilf shook his head. "No, no, no. But every night, Doctor, when it gets dark, and the stars come out, I'll look up on her behalf. I'll look up at the sky, and think of you."

The Doctor nodded. "Thank you."

They were both soaked when they stepped back inside the TARDIS, walking up to the console so that the Doctor could dry them both. He didn't look at Caroline for a time, though he did take her hand again, instead staring at the console of the TARDIS.

And she knew what he was thinking. She just didn't know what to say.

She'd heard what Davros had said to him, about how his companions, his Children of Time, had become murderers because of him. And about all of those people who had died in his name. The destructive force he was on the Universe, taking down innocent souls with him.

The only problem was Caroline didn't know how she felt about it. The Doctor was a good man, a kind man, she knew that, she'd seen that. He cared and he tried and he always wanted to help. He always tried to do the right thing, even if it was difficult. But that meant that someone always had to take the other route.

Today it was his past companions and metacrisis self, willing to do terrible things because they knew the Doctor never would.

And who knew, maybe in the future, the very near future, Caroline would have to do it as well. She would have to join the ranks of companions the Doctor had corrupted without meaning to, the people he had shown the Universe.

Caroline liked to pretend that day would never come. But she understood the Universe enough to know that it would.

And the Doctor didn't want that to happen.

|N-S|

The Doctor was an idiot. A selfish, destructive idiot.

He supposed it was good that he was able to admit that to himself, but it was less good that he was unable to do anything about it.

He should have left Caroline at her home right after returning Donna. He should have saved her from him as quickly as he possibly could.

But he hadn't.

It had been a day since they'd lost Donna and the pair hadn't gone adventuring. It hadn't seemed the moment, not immediately after, not when he was still fighting keeping Caroline.

Instead, they'd sat in the doors of the TARDIS and looked out at stars. Though, the Doctor hadn't really been looking out the doors. Most of his attention had been focused on Caroline.

And it shouldn't have been. It was dangerous that it was. It meant he cared about her too much, it meant it would hurt so much more when she died.

It meant that when she left him he felt like his hearts would collapse.

He was a selfish man, he knew that. He knew that it was better for him, and for Caroline, if he just left her behind. Really, it would have been better for him to never take her along in the first place, but he couldn't do anything about that now. Now, what he really needed to do was leave her, let her live a life away from him, a safe life, where she wouldn't die on some random alien planet no one else in the universe even knew existed.

He was a dangerous man, and keeping Caroline around was going to hurt her.

But leaving her was going to hurt him.

It was a problem he had with all of his companions, something he always realized in the end. He always realized that he was dangerous, that he was deadly, that he was a destructive force in the universe as much as he tried to help. Yet he always took on more companions. He couldn't help it, he really couldn't, because there were so many brilliant humans in the world wanting to see the stars.

But he'd always end up like this.

Suffering, because he knew he should leave them but couldn't.

Now, he and Caroline stood on opposite sides of the TARDIS console, staring at each other, and he tried to work up the energy he needed to tell her that he was sorry, but he had to leave her, he was too dangerous, she would get hurt, it was safer, better, this way.

"Caroline…"

She smiled at him, a sad smile, a smile he knew well now. "I know, Doctor." Of course she knew. Of all the possible things in the universe, she knew that. "I know what you have to do."

He shook his head. "I don't want to."

"You have to."

He looked down at the console, breathing deeply. "How many times…" he'd thought of this once, barely any time in the past, but he hadn't really focused on it. "We were being drawn together, and it wasn't because of the Doctor-Donna." They knew that was why Donna kept reappearing in his life, but it wasn't why Caroline did. "There's another reason."

She shrugged. "I don't know."

"I just kept finding you." He grinned. "Maybe it's a sign."

Slowly, Caroline's expression shifted to a grin. "Of what?"

"That I shouldn't let you go."

With a laugh, the Doctor set the TARDIS into motion, sending the two off into the universe.

 **A/N: So the Doctor hasn't left Caroline behind...I wonder what that will mean as we shift into his specials.**

 **Thank you to everyone who's read this story so far! It means so much to me that anyone likes this story and Caroline. I hope you'll follow her over to the sequel, 'Awake My Soul'. It's posted now; find it via my profile.**


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